DEF 14A 1 def14a.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
 
 
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )
 
 
 
 
 
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Preliminary Proxy Statement
 
 
 
 
 
 
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
 
 
 
 
 
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Definitive Proxy Statement
 
 
 
 
 
 
 
 
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Definitive Additional Materials
 
 
 
 
 
 
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Soliciting Material Pursuant to §240.14a-12
 
 
 ELECTRONIC ARTS INC.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Electronic Arts Inc. Notice of 2019 Annual Meeting of Stockholders
DATE:
August 8, 2019
TIME:
2:00 p.m. (Pacific)
PLACE:
ELECTRONIC ARTS’ HEADQUARTERS
Building 250*
209 Redwood Shores Parkway
Redwood City, CA 94065
* Please note: Building 250 is located on the headquarters’ campus at 250 Shoreline Drive
MATTERS TO BE VOTED UPON:
Agenda Item 
 
Board of Directors Recommendation
1.
The election of nine members of the Board of Directors to hold office for a one-year term.
FOR ALL
2.
Advisory vote on the compensation of our named executive officers.
FOR
3.
Ratification of the appointment of KPMG LLP as our independent public registered accounting firm for the fiscal year ending March 31, 2020.
FOR
4.
Approve our 2019 Equity Incentive Plan.
FOR
5.
Amend and restate our Certificate of Incorporation to permit stockholders holding 25% or more of our common stock to call special meetings.
FOR
6.
To consider and vote upon a stockholder proposal, if properly presented at the Annual Meeting, to enable stockholders holding 15% or more of our common stock to call special meetings.
AGAINST
7.
Any other matters that may properly come before the meeting.
 
Any action on the items of business described above may be considered at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.
Stockholders of record as of the close of business on June 14, 2019 are entitled to notice of the Annual Meeting and to attend and vote at the Annual Meeting. A live audio webcast of the Annual Meeting will also be made available at http://ir.ea.com.
Your vote is important. You do not need to attend the Annual Meeting to vote if you have submitted your proxy in advance of the meeting. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible, so that your shares may be represented at the Annual Meeting. You may vote on the Internet, in person, by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy card or voting instruction card. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials (“Notice”) you received in the mail, the section titled “Commonly Asked Questions and Answers” beginning on page 62 of this Proxy Statement or, if you requested to receive printed proxy materials, your enclosed proxy card. Please note that this Proxy Statement, as well as our Annual Report on Form 10-K (the “Annual Report”) for fiscal year ended March 31, 2019, is available at http://ir.ea.com.
By Order of the Board of Directors,
def14a2019_2.jpg
 
 
 
 
Jacob J. Schatz
Executive Vice President, General Counsel
and Corporate Secretary
 
 
 



 
Page

i


In this Proxy Statement, we may make forward-looking statements regarding future events or the future financial performance of the Company. We use words such as “anticipate,” “believe,” “expect,” “intend,” “estimate,” “plan,” “predict,” “seek,” “goal,” “will,” “may,” “likely,” “should,” “could” (and the negative of any of these terms), “future” and similar expressions to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, trends in our business, projections of markets relevant to our business, uncertain events and assumptions and other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are not guarantees of future performance and reflect management’s current expectations. Our actual results could differ materially from those discussed in the forward-looking statements. Please refer to the Annual Report for a discussion of important factors that could cause actual events or actual results to differ materially from those discussed in this Proxy Statement. These forward-looking statements speak only as of the date of this Proxy Statement; we assume no obligation to revise or update any forward-looking statement for any reason, except as required by law.
2019 PROXY STATEMENT SUMMARY AND HIGHLIGHTS
This summary highlights information contained in this Proxy Statement, and it is qualified in its entirety by the remainder of this Proxy Statement which was distributed and/or made available via the Internet to stockholders on or about June 21, 2019 along with the Electronic Arts Inc. Notice of 2019 Annual Meeting of Stockholders, Annual Report and form of proxy. You are encouraged to read the entire Proxy Statement carefully before voting. In this Proxy Statement, the terms “EA,” “we,” “our” and “the Company” refer to Electronic Arts Inc.
FISCAL 2019 SUMMARY OF EA’S BUSINESS
Fiscal 2019 was a year of intense competition in the video game industry. While there were many achievements this year that we are proud of, after generating strong financial results and robust stockholder returns from fiscal 2014 through fiscal 2018, we did not perform to our expectations during fiscal 2019. Given the Company’s fiscal 2019 financial performance, and in order to maintain alignment with our pay-for-performance executive compensation philosophy, our CEO and his staff (including the NEOs) requested that they receive no performance cash bonus award for fiscal 2019. The Board (in the case of Mr. Wilson) and the Compensation Committee (in the case of the other NEOs) accepted this request. Likewise, as contemplated by the design of our performance-based restricted stock award (“PRSU”) program, due to the Company’s total shareholder return in fiscal 2019, none of the PRSUs granted in June 2018 vested with respect to the fiscal 2019 performance period.
While we are disappointed with our fiscal 2019 results, we understand the challenges we face, and we will continue to focus on how we can apply the strengths of our Company to capitalize on our opportunities.
Fiscal 2019 GAAP Financial Results and Operating Highlights
We generated $4.95 billion of net revenue and $3.33 diluted earnings per share.
Our digital net revenue increased to $3.71 billion and represented 75% of our total net revenue.
We delivered net income of $1.02 billion and operating cash flow of $1.55 billion.
Operating profit margins were 20.1%.
We generated net bookings for the fiscal year of $4.94 billion.
FIFA 19 was the best-selling console game in Europe in calendar 2018.
We launched two new original IP titles, Apex Legends and Anthem.
We launched Firestorm battle royale in Battlefield V, the biggest Battlefield live service event ever.
The financial performance, operational achievements and other fiscal year events summarized above provide context for the compensation decisions made by the Compensation Committee and Board of Directors, as well as the decision by the Company’s leadership team to decline bonuses in fiscal 2019.

1


EXECUTIVE COMPENSATION HIGHLIGHTS
Compensation Principles — Promoting Pay-for-Performance
The design of our compensation programs is guided by a compensation philosophy based on three core principles intended to attract and retain high-performing executives and promote a pay-for-performance approach to executive compensation:
Principle 1 Cash Compensation: A significant portion of each NEO’s cash compensation should be at risk, based on the annual financial and operational performance of the Company, in addition to the NEO’s individual performance;
Principle 2 Equity Compensation: A significant portion of each NEO’s total compensation should be provided in the form of long-term equity to enhance alignment between 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 are highly competitive for executive talent; and
Principle 3 Target Total Direct Compensation: The target total direct compensation package for each NEO should be consistent with market practices for executive talent and should reflect each NEO’s individual experience, responsibilities and performance.

Our executive compensation programs are designed to align the interests of our executives with the interests of our stockholders.
What We Do
What We Don’t Do
þ
Incorporate both PRSUs and time-based restricted stock units (“RSUs”)
x
Have a “single-trigger” change in control plan
þ
Require our executives to satisfy stock holding requirements
x
Provide excise tax gross-ups upon a change in control
þ
Prohibit all employees from engaging in hedging transactions in EA stock and prohibit executive officers from pledging EA common stock
x
Have executive employment contracts (other than as required by local jurisdictions)
þ
Conduct annual “say-on-pay” advisory votes
x
Reprice options without stockholder approval
þ
Recover (clawback) equity compensation for misconduct in the event of a financial restatement
x
Provide excessive perquisites
þ
Align performance-based equity vesting with stockholder interests
 
 
þ
Independent compensation consultant input into the Compensation Committee’s decisions
 
 
þ
Annual evaluation of peer group to ensure ongoing relevance of each member
 
 


2


BOARD NOMINEES
The following table provides summary information about our director nominees, each of whom is a current director of the Company.
Name
Principal Occupation
Director Since
Independent
Committee Memberships
Mr. Leonard S. Coleman
Former President of The National
League of Professional Baseball Clubs
2001
X
NG, C
Mr. Jay C. Hoag
Founding General Partner,
Technology Crossover Ventures
2011
X
C (chair)
Mr. Jeffrey T. Huber
Vice Chairman,
GRAIL, Inc.
2009
X
A
Mr. Lawrence F. Probst III
(Chairman)
Former Chairman,
United States Olympic Committee
1991
X
 
Ms. Talbott Roche
President and Chief Executive Officer,
Blackhawk Network Holdings, Inc.
2016
X
A
Mr. Richard A. Simonson
Advisor to the CEO, Sabre Corporation;
Managing Director, Specie Mesa L.L.C.
2006
X
A (chair)
Mr. Luis A. Ubiñas
(Lead Director*)
Former President,
Ford Foundation
2010
X
NG (chair)
Ms. Heidi J. Ueberroth
President,
Globicon
2017
X
C
Mr. Andrew Wilson
Chief Executive Officer,
Electronic Arts Inc.
2013
 
 
 
 
 
 
 
*
Elected by independent directors
NG: Nominating and Governance Committee
C: Compensation Committee
A: Audit Committee

3


BOARD DIVERSITY AND REFRESHMENT
The Board of Directors routinely assesses its composition and believes that stockholder value can be driven by a board that balances the knowledge and understanding of the Company’s business that results from long-term service with the fresh perspective and ideas driven by the addition of new members. In addition, the Board of Directors believes that complementary and diverse perspectives, whether based on business experience, diversity of gender, ethnicity, culture or other factors, contribute to the Board of Directors’ effectiveness as a whole. The Board of Directors has regularly added new members three of our nine director nominees have served for fewer than six years and the two most recent additions to the Board of Directors, Ms. Talbott Roche and Ms. Heidi Ueberroth, represent an increase in the Board of Directors’ gender diversity.

Director Tenure
Median Tenure - 8 years
Average Tenure - 10.2 years
Director Age
Median Age - 56 years old
Average Age - 57.3 years old
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Director Diversity
 
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* Mr. Coleman, Ms. Roche, Mr. Ubiñas, Ms. Ueberroth



4


CORPORATE GOVERNANCE HIGHLIGHTS AND REPORT
Board Independence
 
Independent Director Nominees
8 of 9
Independent Lead Director
Luis A. Ubiñas
Independent Board Committees
All
Conflict of Interest Policy
Yes
Director Elections
 
Frequency of Board elections
Annual
Voting standard for uncontested elections
Majority of votes cast
Stockholder proxy access
Yes
Board Operations
Number of incumbent directors that attended at least 79% of all applicable meetings
9 of 9
Board Evaluations
Annual
Committee Evaluations
Annual
Director stock ownership requirement
Yes, 5x annual retainer
Chairman/CEO role
Split
Stockholder Rights
Voting rights for all shares
One-share, one-vote
Poison Pill
No
Supermajority Voting Provisions
None
CORPORATE SOCIAL RESPONSIBILITY
People Practices. Attracting, developing and retaining the best creative and technical talent in the industry is critical to EA’s short and long-term success. We cultivate and maintain a healthy culture by:
Providing timely feedback through meaningful one-on-one conversations between employees and their manager. These conversations are focused through our Managing for Results framework, which sets a cadence for establishing annual goals, regularly measuring progress against those goals, receiving actionable feedback and discussing career development.
Investing in programs to develop EA’s future generation of leaders. We provide training to current and future leaders to encourage growth in support of their teams and EA. We also provide job specific development training and materials to engage and grow our employees’ capabilities, including the creation of a catalog of learning tools for Frostbite, our proprietary game engine, that can be accessed by over 2,500 game developers.
Frequently soliciting feedback on our employees’ job satisfaction, including with respect to EA’s culture, career opportunities, compensation and benefits and management through our employee satisfaction surveys, the results of which are reviewed by executive management and shared with our employees.
Providing a comprehensive benefits and awards package that supports the needs and lifestyles of our employees, including competitive compensation (including bonus and equity opportunities that give employees an opportunity to share in EA’s financial success) retirement benefits, paid time off, leaves of absence in connection with significant life events, on-site fitness and daycare services, and more.
Diversity and Inclusion. We believe in creating games and experiences for our global player community that reflect a diverse world. As we aim to inspire the world to play, a diverse and inclusive workforce enables us to deliver the games and experiences that inspire and delight our diverse player community. We are investing in internal and external initiatives that empower our employees, celebrate diversity and foster inclusion within EA and our communities, including employee resource groups and inclusion training courses.
Equal Pay for Equal Work. EA believes in equal pay for equal work, and we have made efforts across our global organization to promote equal pay practices. We are committed to continuing to assess pay equity and aim for equal pay for equal work across our global organization.

5


Sustainability. We aim to integrate environmental responsibility and sustainability into our operational and product strategies. We reduce our carbon footprint by the manner through which we bring our games and services to players and by making environmentally-conscious choices in our offices worldwide.
Our business is transforming as players increasingly engage with our games and services digitally instead of purchasing disc-based products through retailers. Delivering digital games to our players does not require the manufacturing, packaging, and distribution of physical discs, which reduces our carbon footprint and the waste generated by our operations. We recognize that reliably delivering digital products and operating our increasingly digital business has increased our reliance on data centers, and the associated energy consumption. As a result, we aim to manage a significant portion of our data center usage through partners that have made a commitment to increasing the amount of renewable energy in their electricity supply.


6


BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Each of the following directors has been nominated for re-election at the Annual Meeting. As set forth below, we believe each of these directors brings a valuable and unique perspective to the Board of Directors and has the necessary experience, skills and attributes to serve on the Board of Directors and contribute to its overall effectiveness, and the Board of Directors has concluded that each is qualified to serve as a director based on the experiences, qualifications and attributes set forth below.
Leonard S. Coleman
Director since 2001
Mr. Coleman, age 70, served as Senior Advisor to Major League Baseball from 1999 until 2005 and, from 2001 to 2002, was the Chairman of ARENACO, a subsidiary of Yankees/Nets. Mr. Coleman was President of The National League of Professional Baseball Clubs from 1994 to 1999. Mr. Coleman also serves on the board of directors of Avis Budget Group, Inc., Hess Corporation and Omnicom Group Inc. and has served as a director of Aramark and Churchill Downs Incorporated during the past five years.
Mr. Coleman brings a wealth of corporate governance, public sector and international experience to the Board of Directors from his years of service on the boards of directors for numerous large, public companies and his involvement in diverse public-service organizations, as well as his extensive knowledge of the sports industry.
Jay C. Hoag
Director since 2011
Mr. Hoag, age 61, co-founded Technology Crossover Ventures, a leading provider of growth capital to technology companies in 1995 and serves as its Founding General Partner. Mr. Hoag also serves on the board of directors of Netflix, Inc., TripAdvisor, Inc. and Zillow Group, Inc. and several private companies. Mr. Hoag also serves on the Boards of Trustees of Northwestern University and Vanderbilt University, and on the Investment Advisory Board of the University of Michigan. Mr. Hoag has served as a director of TechTarget, Inc. during the past five years. Mr. Hoag holds a B.A. from Northwestern University and an M.B.A. from the University of Michigan.
As a venture capital investor, Mr. Hoag brings strategic insight and financial experience to the Board of Directors. He has evaluated, invested in and served as a board member and compensation committee member at numerous companies, both public and private, and is familiar with a full range of corporate and board functions. His many years of experience in helping companies shape and implement strategy provide the Board of Directors with useful perspectives on matters such as risk management, compensation program structure and design, corporate governance, talent selection and management.
Jeffrey T. Huber
Director since 2009
Mr. Huber, age 51, is the Vice Chairman of GRAIL, Inc., a life sciences company. Previously, Mr. Huber served as Senior Vice President of Alphabet Inc. (formerly Google Inc.), where he worked from 2003 to 2016. From 2001 to 2003, Mr. Huber served as Vice President of Architecture and Systems Development at eBay Inc. Prior to joining eBay, Mr. Huber was Senior Vice President of Engineering at Excite@Home, where he worked from 1996 to 2001. Mr. Huber has served on the board of directors of Illumina, Inc. during the past five years. Mr. Huber holds a B.S. degree in Computer Engineering from the University of Illinois and a Masters degree from Harvard University. Mr. Huber serves as a visiting scholar at Stanford University.
Mr. Huber has extensive operational and management experience at companies that apply rapidly-changing technology. Mr. Huber’s experience at Alphabet and eBay, in particular, provide background and experience, including risk management experience, with respect to consumer online companies that deploy large-scale technological infrastructure.

7


Lawrence F. Probst III
Director since 1991, Chairman since 1994
Mr. Probst, age 69, has been our Chairman of the Board of Directors since July 1994. He was employed by EA from 1984 to 2008, as well as from March 2013 until December 2014, serving as our Chief Executive Officer from 1991 until 2007 and as our interim Chief Executive Officer from March 2013 until September 2013. Mr. Probst served as the Chairman of the board of directors of the U.S. Olympic Committee from 2008 to 2018 and was a member of the International Olympic Committee from 2013 to 2018. Mr. Probst has served as a director of Blackhawk Network Holdings, Inc. during the past five years. Mr. Probst holds a B.S. degree from the University of Delaware.
Mr. Probst served as the Company’s Chief Executive Officer for more than 15 years and has served as the Chairman of the Board of Directors for nearly 25 years. Mr. Probst contributes to the Board of Directors his deep understanding of the Company’s operational and strategic business goals through his direct experience with Company as well as valuable perspective on industry-specific opportunities and challenges.
Talbott Roche
Director since June 2016
Ms. Roche, age 52, has served as Chief Executive Officer and a member of the board of directors of Blackhawk Network Holdings, Inc., a leading prepaid payment network, since February 2016, and as President since November 2010. Ms. Roche has held several positions at Blackhawk Network Holdings since joining in 2001, including Senior Vice President, Marketing, Product and Business Development and Assistant Vice President. Prior to joining Blackhawk Network Holdings, Ms. Roche served as a Branding Consultant and Director of New Business Development for Landor Associates, a marketing consulting firm, and held executive positions at News Corporation, a media and marketing services company. Ms. Roche served as a member of the board of directors of publicly-traded Blackhawk Network Holdings, Inc. during the past five years and has also previously served as a member of the board of directors of the Network Branded Prepaid Card Association, a trade association. Ms. Roche holds a B.A. in economics from Stanford University.
Ms. Roche brings to the Board of Directors extensive operational and management experience as well as significant corporate governance and risk management experience as the Chief Executive Officer of a global organization, including during Blackhawk Network Holdings’ time as a public company. In addition, Ms. Roche’s understanding and experience with digital commerce, marketing and consumer trends provide the Board of Directors with valuable perspective.
Richard A. Simonson
Director since 2006
Mr. Simonson, age 60, has served as Senior Advisor to the CEO of Sabre Corporation and as Managing Partner of Specie Mesa L.L.C., an investment and advisory firm since July 2018. From March 2013 until July 2018, Mr. Simonson served as Executive Vice President and Chief Financial Officer of Sabre Corporation. Previously, Mr. Simonson served as President, Business Operations and Chief Financial Officer of Rearden Commerce from April 2011 through May 2012. From 2001 to 2010, Mr. Simonson held a number of executive positions at Nokia Corporation, including Executive Vice President, Head of Mobile Phones and Sourcing, Chief Financial Officer, and Vice President and Head of Customer Finance. Mr. Simonson also serves as Chairman of the Board of Trustees of the SMU Lyle School of Engineering. Mr. Simonson has served as a director of Silver Spring Networks, Inc. during the past five years. Mr. Simonson holds a B.S. degree from the Colorado School of Mines and an M.B.A. from Wharton School of Business at the University of Pennsylvania.
Mr. Simonson brings to the Board of Directors extensive financial expertise, corporate governance and risk management experience as a former public company Chief Financial Officer. He also has extensive experience with the strategic and operational challenges of leading a global company.

8


Luis A. Ubiñas
Director since 2010, Lead Director since 2015
Mr. Ubiñas, age 56, served as President of the Ford Foundation from 2008 to 2013. Prior to joining the Ford Foundation, Mr. Ubiñas spent 18 years with McKinsey & Company, where he held various positions, including Senior Partner of the firm’s west coast media practice working with technology, telecommunications and media companies. Mr. Ubiñas also serves on the board of directors of Boston Private Financial Holdings, Inc. and on the boards of several non-profit organizations. Mr. Ubiñas has served as a director of CommerceHub, Inc. during the past five years. He holds a B.A. degree from Harvard College and an M.B.A. from Harvard Business School, is a fellow of the American Academy of Arts and Sciences and a member of the Council on Foreign Relations.
Mr. Ubiñas has extensive experience in business management and operations from his years of overseeing more than $12 billion in assets and over $500 million in annual giving at the Ford Foundation. In addition, through his prior experience as a Senior Partner at McKinsey & Company, he has worked with technology, telecommunications and media companies in understanding the challenges and opportunities presented by digital distribution platforms and applications. Mr. Ubiñas has worked extensively with companies managing the transition from physical to digital distribution and business models.
Heidi J. Ueberroth
Director since 2017
Ms. Ueberroth, age 53, is the President of Globicon, a private investment and advisory firm focused on the media, sports, entertainment and hospitality industries. Prior to Globicon, Ms. Ueberroth served in several positions at the National Basketball Association between 1994 and 2013, including as President of NBA International from 2009 to 2013 and as President of Global Marketing Partnerships and International Business Operations from 2006 to 2009. Ms. Ueberroth also serves on the board of directors of the privately-held Four Seasons Hotels and Resorts, the privately-held Pebble Beach Company and on the boards of several non-profit organizations. Ms. Ueberroth has served as a director of Santander Consumer USA Holdings Inc. during the past five years. Ms. Ueberroth holds a B.A. degree from Vanderbilt University and serves on its Arts and Science Board of Visitors and is a member of the Council on Foreign Relations.
Ms. Ueberroth brings to the Board of Directors extensive global experience in the sports, media and entertainment industries, including with respect to developing and marketing products and services in Asian markets. In addition, Ms. Ueberroth’s past and present board service bring the experience of overseeing strategic and operational challenges of a global company.
Andrew Wilson
Director since 2013
Mr. Wilson, age 44, has served as EA’s Chief Executive Officer and as a director of EA since September 2013. Prior to his appointment as our Chief Executive Officer, Mr. Wilson held several positions within the Company since joining EA in May 2000, including Executive Vice President, EA SPORTS from August 2011 to September 2013 and Senior Vice President, EA SPORTS from March 2010 to August 2011. Mr. Wilson also serves as a director of Intel Corporation and is chairman of the board of the privately-held World Surf League.
Mr. Wilson has served as the Company’s Chief Executive Officer since September 2013 and has been employed by EA in several roles since 2000. In addition to Mr. Wilson’s extensive experience and knowledge of the Company and the industry, we believe it is crucial to have the perspective of the Company’s Chief Executive Officer represented on the Board of Directors to provide direct insight into the Company’s day-to-day operation and strategic vision.
DIRECTOR INDEPENDENCE
Our Board of Directors has determined that each of our non-employee directors qualifies as an “independent director” as that term is used in the NASDAQ Stock Market Rules and that each member of our standing committees is independent in accordance with those standards. Mr. Wilson, our CEO, does not qualify as independent. The NASDAQ Stock Market Rules have both objective tests and a subjective test for determining independence. The Board of Directors has not established categorical standards or guidelines to make these subjective determinations, but considers all relevant facts and circumstances.
In addition to the board-level standards for director independence, the directors who serve on the Nominating and Governance, Audit and Compensation Committees each satisfy standards established by the Securities and Exchange Commission (“SEC”) and the NASDAQ Stock Market to qualify as “independent” for the purposes of membership on those committees.

9


BOARD OF DIRECTORS, BOARD MEETINGS AND COMMITTEES
In fiscal 2019, the Board of Directors met 8 times and also acted by written consent. At regularly scheduled meetings, the independent members of the Board of Directors meet in executive session separately without management present.
Board of Directors Leadership Structure
Mr. Wilson serves as our CEO, and Mr. Probst serves as our Chairman. In addition, Mr. Ubiñas, our Lead Director, was elected by the independent directors and is responsible for chairing executive sessions of the Board of Directors and other meetings of the Board of Directors in the absence of the Chairman, serving as a liaison between the Chairman and the other independent directors, and overseeing the Board of Directors’ stockholder communication policies and procedures (including, under appropriate circumstances, meeting with stockholders). Mr. Ubiñas also may call meetings of the independent directors. Mr. Ubiñas has served as our Lead Director since 2015. Mr. Ubiñas’ current term ends at the Annual Meeting. Mr. Ubiñas was chosen by the independent directors to serve as Lead Director for an additional two-year term, ending with our 2021 annual meeting, subject to Mr. Ubiñas’ re-election to the Board of Directors.
The Board of Directors believes that this leadership structure with Mr. Wilson serving as CEO, Mr. Probst serving as Chairman and Mr. Ubiñas serving as Lead Director is the appropriate leadership structure for the Company. Mr. Probst, an independent director, was an employee of the Company for 25 years, more than 15 of which were in service as CEO and Executive Chairman. As a result of his many years of service to the Company, Mr. Probst has invaluable knowledge regarding the Company and the interactive entertainment industry and is uniquely positioned to lead the Board of Directors in its review of management’s strategic plans. Given Mr. Probst’s past service with the Company, the Board of Directors believes that a strong and empowered Lead Director provides an essential mechanism for independent viewpoints, and as the Chairman of the Nominating and Governance Committee, Mr. Ubiñas is well suited for this role because, among other things, he is not affiliated with the Company under any applicable rules or guidelines.
Board Committees
The Board of Directors currently has a standing Audit Committee, Compensation Committee and Nominating and Governance Committee. Each of these standing committees operates under a written charter adopted by the Board of Directors. These charters are available in the Investor Relations section of our website at http://ir.ea.com.
All members of these committees are independent directors. During fiscal 2019, all nine directors attended or participated in 79% or more of the aggregate of (1) the number of applicable meetings of the Board or Directors and (2) the number of applicable meetings held by each committee on which such director was a member. The members of our standing committees are set forth below:
Audit Committee:
Richard A. Simonson (Chair), Jeffrey T. Huber and Talbott Roche
Nominating and Governance Committee:
Luis A. Ubiñas (Chair) and Leonard S. Coleman
Compensation Committee:
Jay C. Hoag (Chair), Leonard S. Coleman and Heidi J. Ueberroth
Audit Committee
The Audit Committee assists the Board of Directors in its oversight of the Company’s financial reporting and is directly responsible for the appointment, compensation and oversight of our independent auditors. The Audit Committee also is responsible for establishing and maintaining complaint procedures with respect to internal and external concerns regarding accounting or auditing matters, oversight of tax and treasury policies and practices and oversight of the Company’s internal audit function. The Audit Committee has the authority to obtain advice and assistance from outside advisors without seeking approval from the Board of Directors, and the Company will provide appropriate funding for payment of compensation to advisors engaged by the Audit Committee. The Audit Committee currently is comprised of three directors, each of whom in the opinion of the Board of Directors meets the independence requirements and the financial literacy standards of the NASDAQ Stock Market Rules, as well as the independence requirements of the SEC. While the Board of Directors retains ultimate risk management oversight with respect to privacy and cybersecurity issues, the Audit Committee is provided quarterly updates from EA’s information security team and reviews the steps taken by management to monitor and control these risks. The Board of Directors has determined that Mr. Simonson meets the criteria for an “audit committee financial expert” as set forth in applicable SEC rules. The Audit Committee met 8 times and also acted by written consent in fiscal 2019. For further information about the Audit Committee, please see the “Report of the Audit Committee of the Board of Directors” below.

10


Nominating and Governance Committee
The Nominating and Governance Committee is responsible for recommending to the Board of Directors nominees for director and committee memberships. The Nominating and Governance Committee also is responsible for reviewing developments in corporate governance, recommending formal governance standards to the Board of Directors, establishing the Board of Directors’ criteria for selecting nominees for director and for reviewing from time to time the appropriate skills, characteristics and experience required of the Board of Directors as a whole, as well as its individual members, including such factors as business experience and diversity. In addition, the Nominating and Governance Committee is responsible for reviewing the performance of the CEO. The Nominating and Governance Committee manages the process for emergency planning in the event the CEO is unable to fulfill the responsibilities of the role and also periodically evaluates internal and external CEO candidates for succession planning purposes. The Nominating and Governance Committee also reviews with management diversity, corporate responsibility and sustainability issues affecting the Company. The Nominating and Governance Committee currently is comprised of two directors, each of whom in the opinion of the Board of Directors meets the independence requirements of the NASDAQ Stock Market Rules. The Nominating and Governance Committee met 4 times in fiscal 2019.
Compensation Committee
The Compensation Committee is responsible for setting the overall compensation strategy for the Company, recommending the compensation of the CEO to the Board of Directors, determining the compensation of our other executive officers and overseeing the Company’s bonus and equity incentive plans and other benefit plans. For further information about the role of our executive officers in recommending the amount or form of executive compensation, please see “The Process for Determining our NEOs’ Compensation” in the “Compensation Discussion and Analysis” section of this Proxy Statement. In addition, the Compensation Committee is responsible for reviewing and recommending to the Board of Directors compensation for non-employee directors and compensation for employees that would qualify as a “Related Person Transaction” under our Related Person Transaction Policy. The Compensation Committee currently is comprised of three directors, each of whom in the opinion of the Board of Directors meets the independence requirements of the NASDAQ Stock Market Rules and the SEC rules. The Compensation Committee may delegate any of its authority and duties to subcommittees, individual committee members or management, as it deems appropriate in accordance with applicable laws, rules and regulations. During fiscal 2019, the Compensation Committee met 6 times and also acted by written consent.
The Compensation Committee has the authority to engage the services of outside advisors, after first conducting an independence assessment in accordance with applicable laws, regulations and exchange listing standards. During fiscal 2019, the Compensation Committee engaged and directly retained Compensia, Inc. (“Compensia”), a national compensation consulting firm, to assist with the Compensation Committee’s analysis and review of the compensation of our executive officers and other aspects of our total compensation strategy. Compensia performed no other services for the Company and its management team during fiscal 2019. The Compensation Committee has reviewed the independence of Compensia and determined that Compensia’s engagement did not raise any conflicts of interest.
ANNUAL BOARD AND COMMITTEE SELF-EVALUATIONS
Our Board of Directors and each of our committees conducts an annual evaluation, which includes a qualitative assessment by each director of the performance of the Board of Directors, as a whole, and the committee or committees on which each director sits. The evaluation is intended to determine whether the Board of Directors and each committee are functioning effectively, and to provide them with an opportunity to reflect upon and improve processes and effectiveness. The evaluations are led by Mr. Ubiñas, our Lead Director and Chairman of the Nominating and Governance Committee. A summary of the results is presented to the Nominating and Governance Committee and the Board of Directors on an aggregated basis, noting any themes or common issues.

11


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2019, no member of the Compensation Committee was an employee or current or former officer of EA, nor did any member of the Compensation Committee have a relationship requiring disclosure by EA under Item 404 of Regulation S-K. No EA officer serves or has served since the beginning of fiscal 2019 as a member of the board of directors or the compensation committee of a company at which a member of EA’s Board of Directors and Compensation Committee is an employee or officer.
CONSIDERATION OF DIRECTOR NOMINEES
In evaluating nominees for director to recommend to the Board of Directors, the Nominating and Governance Committee will take into account many factors within the context of the characteristics and the needs of the Board of Directors as a whole. While the specific needs of the Board of Directors may change from time to time, all nominees for director are considered on the basis of the following minimum qualifications:
The highest level of personal and professional ethics and integrity, including a commitment to EA’s purpose and beliefs;
Practical wisdom and mature judgment;
Broad training and significant leadership experience in business, entertainment, technology, finance, digital commerce, corporate governance, public interest or other disciplines relevant to EA’s long-term success;
The ability to gain an in-depth understanding of EA’s business; and
A willingness to represent the best interests of all EA stockholders and objectively appraise management’s performance.
While there is no formal policy with regard to diversity, when considering candidates as potential members of the Board of Directors, the Nominating and Governance Committee considers the skills, background and experience of each candidate to evaluate his or her ability to contribute diverse perspectives to the Board of Directors. The goal of the Nominating and Governance Committee is to select candidates that have complementary and diverse perspectives, whether based on business experience, diversity of gender, ethnicity, culture, or other factors, which together contribute to the Board of Directors’ effectiveness as a whole. The primary consideration is to identify candidates who will best fulfill the Board of Directors’ and the Company’s needs at the time of the search. Therefore, the Nominating and Governance Committee does not believe it is appropriate to either nominate or exclude from nomination an individual based on gender, ethnicity, race, age, or similar factors.
The Nominating and Governance Committee will evaluate candidates proposed by our stockholders under similar criteria, except that it also may consider as one of the factors in its evaluation the amount of EA voting stock held by the stockholder and the length of time the stockholder has held such stock.
GLOBAL CODE OF CONDUCT AND CORPORATE GOVERNANCE GUIDELINES
We have adopted a Global Code of Conduct that applies to our directors, and all employees, including our principal executive officer, principal financial officer, principal accounting officer, and other senior financial officers, as well as Corporate Governance Guidelines. These documents, along with our organizational documents and committee charters, form the framework of our corporate governance. Our Global Code of Conduct, Corporate Governance Guidelines and committee charters are available in the Investor Relations section of our website at http://ir.ea.com. We post amendments to or waivers from our Global Code of Conduct in the Investor Relations section of our website.
OVERSIGHT OF RISK ISSUES
Board of Directors
Our Board of Directors oversees our risk management. The Board of Directors exercises this oversight responsibility directly and through its committees. The oversight responsibility of the Board of Directors and its committees is informed by reports from our management team that are designed to provide visibility into our key risks and our risk mitigation strategies. Material business and strategic risks are reviewed by the full Board of Directors. While the Board of Directors has ultimate risk oversight with respect to risks related to privacy and cybersecurity and receives periodic updates on these risks and mitigation strategies, the Audit Committee also receives quarterly updates from EA’s information security team that review the steps taken by management to monitor and control these risks.

12


Committees
Risks related to investments, financial reporting, internal controls and procedures, tax and treasury matters and compliance issues are reviewed regularly by the Audit Committee, which oversees the financial reporting, global audit and legal compliance functions. The Audit Committee also oversees our enterprise risk management program, which identifies and prioritizes material risks for the Company and the mitigation steps needed to address them. The Nominating and Governance Committee reviews risks related to director and CEO succession and monitors the effectiveness of our corporate governance policies. Compensation-related risks are reviewed by the Compensation Committee with members of management responsible for structuring the Company’s compensation programs. Each of the committees regularly report to the full Board of Directors on matters relating to the specific areas of risk that each committee oversees.
Compensation Committee
As part of their risk oversight efforts, the Compensation Committee evaluates our compensation programs to determine whether the design and operation of our policies and practices could encourage executives or employees to take excessive or inappropriate risks that would be reasonably likely to have a material adverse effect on the Company and have concluded that they do not.
In making that determination, the Compensation Committee considered the design, size and scope of our cash and equity incentive programs and program features that mitigate against potential risks, such as payout caps, equity award clawbacks, the quality and mix of performance-based and “at risk” compensation, and, with regard to our equity incentive programs, the stock ownership requirements applicable to our executives. The Compensation Committee reviewed the results of their evaluation with management and Compensia. The Compensation Committee has concluded that our compensation policies and practices strike an appropriate balance of risk and reward in relation to our overall business strategy, and do not create risks that are reasonably likely to have a material adverse effect on the Company.
The “Compensation Discussion and Analysis” section below generally describes the compensation policies and practices applicable to our named executive officers.
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.
RELATED PERSON TRANSACTIONS POLICY
Our Board of Directors has adopted a written Related Person Transactions Policy that describes the procedures used to process, evaluate, and, if necessary, disclose transactions between the Company and its directors, officers, director nominees, greater than 5% beneficial owners, or an immediate family member of any of the foregoing. We review any transaction or series of transactions which exceeds $120,000 in a single fiscal year and in which any related person has a direct or indirect interest, as well as any transaction for which EA’s Global Code of Conduct or Conflict of Interest Policy would require approval of the Board of Directors.
Once a transaction has been identified, the Audit Committee (if the transaction involves an executive officer) or the Nominating and Governance Committee (if the transaction involves a director) will review the transaction at the next scheduled meeting of such committee. Transactions involving our CEO also will be reviewed by our independent Chairman or independent Lead Director if the Chairman is not independent. If it is not practicable or desirable to wait until the next scheduled meeting, the chairperson of the applicable committee considers the matter and reports back to the relevant committee at the next scheduled meeting. In determining whether to approve or ratify a transaction, the Audit Committee or Nominating and Governance Committee (or the relevant chairperson of such committee) considers all of the relevant facts and circumstances available and transactions are approved only if they are in, or not inconsistent with, the best interests of EA and its stockholders. No member of the Audit Committee or Nominating and Governance Committee may participate in any review, consideration or approval of any transaction if the member or their immediate family member is the related person.


13


CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Blackhawk Network Holdings
We enter into commercial dealings with Blackhawk Network Holdings, Inc., whereby Blackhawk Network Holdings offers EA-branded gift cards. During fiscal 2019, the aggregate amount involved in transactions with Blackhawk Network Holdings totaled approximately $3.5 million. Ms. Roche, one of our directors, is the Chief Executive Officer of Blackhawk Network Holdings. Ms. Roche has no involvement in Blackhawk Network Holdings’ commercial dealings with EA and has no material direct or indirect interest in these transactions. Therefore, we do not consider these transactions to be “related person transactions” within the meaning of applicable SEC rules. Our Board of Directors considered our dealings with Blackhawk Network Holdings in reaching its determination that Ms. Roche is an independent director.
DIRECTOR ATTENDANCE AT ANNUAL MEETING
Our directors are expected to make every effort to attend the Annual Meeting. Eight of the nine directors who were elected at the 2018 annual meeting of stockholders attended the meeting.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
EA stockholders may communicate with the Board of Directors as a whole, with a committee of the Board of Directors, or with an individual director by sending a letter to EA’s Corporate Secretary at Electronic Arts Inc., 209 Redwood Shores Parkway, Redwood City, CA 94065, or by sending an email to StockholderCommunications@ea.com. Our Corporate Secretary will forward to the Board of Directors all communications that are not commercial, frivolous or otherwise inappropriate for their consideration. For further information regarding the submission of stockholder communications, please visit the Investor Relations section of our website at http://ir.ea.com.
OTHER BUSINESS
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.

14


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 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 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 NASDAQ Stock Market Rules, as well as the independence requirements of the SEC. During fiscal 2019, the Audit Committee consisted of Richard A. Simonson, Jeffrey T. Huber, Talbott Roche (from August 2, 2018) and Denise F. Warren (until August 2, 2018). The Board of Directors has determined that 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, 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 on page 47 of this Proxy Statement under the heading “Proposal Three: Ratification of the Appointment of KPMG LLP, Independent Registered Public Accounting Firm” — “Fees of Independent 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 2019 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 2020.

15


AUDIT COMMITTEE
Richard A. Simonson (Chairman)
Jeffrey T. Huber
Talbott Roche


16


DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES
Our Compensation Committee is responsible for reviewing and recommending to our Board of Directors the compensation paid to our non-employee directors. Our non-employee directors are paid a mix of cash and equity compensation for their service as directors.
Cash Compensation
The table below reflects the annualized components of cash compensation for non-employee directors that were in place during fiscal 2019. For more information regarding the specific compensation received by each non-employee director during fiscal 2019, see the “Fiscal 2019 Director Compensation Table” table below.
Compensation Component
 
Amount
($)
Annual Retainer
60,000

Service on the Audit Committee
15,000

Chair of the Audit Committee
15,000

Service on the Compensation Committee
12,500

Chair of the Compensation Committee
12,500

Service on the Nominating and Governance Committee
10,000

Chair of the Nominating and Governance Committee
10,000

Chairman of the Board of Directors
50,000

Service as Lead Director
25,000

In addition, individual directors are eligible to earn up to $1,000 per day, with the approval of the Board of Directors, for special assignments, which may include providing oversight to management in areas such as sales, marketing, public relations, technology and finance (provided, however, no independent director is eligible for a special assignment if the assignment or payment for the assignment would prevent the director from being considered independent under applicable NASDAQ Stock Market or SEC rules). No directors earned any compensation for special assignments during fiscal 2019.
Our Compensation Committee reviews our non-employee director compensation every two years. Our Compensation Committee reviewed our non-employee director compensation in February 2018 in consultation with the Compensation Committee’s independent consultant, Frederick W. Cook & Co (“FWC”). FWC conducted a competitive analysis of our non-employee director compensation against our peer group (as defined in the “Compensation Discussion and Analysis” section below) and, based on the Compensation Committee’s review, no changes to the compensation paid to our non-employee directors were recommended to our Board of Directors. The Compensation Committee expects to conduct its next review of non-employee director compensation in 2020.
Stock Compensation
In fiscal 2019, each of our non-employee directors who were re-elected at the 2018 annual meeting of stockholders were granted RSUs with a grant date fair value of approximately $260,000. These RSUs will vest in their entirety on August 2, 2019.
Under our 2000 Equity Incentive Plan, as amended (the “2000 EIP”), non-employee directors may elect to receive all or part of their cash compensation in the form of common stock. As an incentive for our non-employee directors to increase their stock ownership in EA, non-employee directors making such an election receive shares of common stock valued at 110% of the cash compensation they would have otherwise received. These shares are awarded via the grant and immediate exercise of a stock option having an exercise price equal to the fair market value of our common stock on the date of grant, which is the first trading day of each quarter of the Board year. Mr. Hoag, Mr. Huber, Ms. Roche, Mr. Simonson, Mr. Ubiñas, Ms. Ueberroth and Ms. Warren received all or part of their cash compensation in the form of our common stock during fiscal 2019.
Other Benefits
Non-employee directors who are not employed with any other company are offered an opportunity to purchase certain EA health, dental and vision insurance while serving as a director. Participating directors pay 100% of their own insurance premiums.

17


Stock Ownership Guidelines
Each non-employee director is required, within five years of becoming a director, to own a number of shares of EA common stock having a value of at least five years’ annual retainer for service on our Board of Directors.
Non-employee directors are permitted to include the value of vested, but deferred, RSUs toward their ownership requirement. As of March 31, 2019, each of our directors had either fulfilled his or her ownership requirements or had not yet reached five years of service. Mr. Hoag is eligible to satisfy his ownership requirements through holdings of EA stock by Technology Crossover Ventures, where he serves as the Founding General Partner. Mr. Huber is eligible to satisfy his ownership requirements through holdings of EA stock through certain trusts over which Mr. Huber maintains investment control and pecuniary interest.
FISCAL 2019 DIRECTOR COMPENSATION TABLE
The following table shows compensation information for each of our non-employee directors during fiscal 2019. The compensation paid to Mr. Wilson is shown under “Fiscal 2019 Summary Compensation Table found on page 31 of this Proxy Statement and the related explanatory tables. Mr. Wilson does not receive any compensation for his service as a member of our Board of Directors.
Name
 
Fees Earned or Paid in Cash
($)
 
Stock Awards
($)(1)
 
Option Awards
($)(3)
 
Total
($)
Leonard S. Coleman
82,500

 
259,873

 

 
342,373

Jay C. Hoag
85,000

 
259,873

 
8,501

 
353,374

Jeffrey T. Huber
75,000

 
259,873

 
7,475

 
342,348

Lawrence F. Probst III
110,000

 
259,873

 

 
369,873

Talbott Roche
74,375

 
259,873

 
7,534

 
341,782

Richard A. Simonson
90,000

 
259,873

 
9,036

 
358,909

Luis A. Ubiñas
105,000

 
259,873

 
10,526

 
375,399

Heidi Ueberroth
69,375

 
259,873

 
5,368

 
334,616

Vivek Paul(2)
35,000

 

 

 
35,000

Denise F. Warren(2)
37,500

 

 
3,763

 
41,263

 
 
 
 
 
(1)  For non-employee directors except for Mr. Paul and Ms. Warren, represents the aggregate grant date fair value of the annual equity award of RSUs granted to the non-employee directors and is calculated based on a closing price of $128.65 for our common stock on the date of grant, August 2, 2018. For additional information regarding the valuation methodology for RSUs, see Note 15, “Stock-Based Compensation and Employee Benefit Plans,” to the Consolidated Financial Statements in our Annual Report. Except for Mr. Paul and Ms. Warren, each of our non-employee directors held 2,020 unvested RSUs as of March 30, 2019 (the last day of fiscal 2019).
(2)
Retired from EA’s Board as of August 2, 2018.


18


(3)
Non-employee directors may elect to receive all or part of their cash compensation in the form of common stock, and directors making such an election receive common stock valued at 110% of the cash compensation they would have otherwise received. These shares are awarded via the grant and immediate exercise of a stock option having an exercise price equal to the fair market value of our common stock on the date of grant. The values represent the premium received for shares in lieu of compensation. The following table presents information regarding the shares granted to each director during fiscal 2019, who elected to receive all or part of their cash compensation in the form of common stock:
 
Name
 
Grant Date
 
Exercise Price
($)
 
Shares Subject to Immediately Exercised Stock Option Grants
 
Grant Date Fair Value
($)
 
Jay C. Hoag
5/1/2018
 
119.83

 
195

 
23,367

 
 
8/1/2018
 
127.48

 
183

 
23,329

 
 
11/1/2018
 
94.20

 
248

 
23,362

 
 
2/1/2019
 
91.22

 
257

 
23,443

 
 
 
 
 
 
 
 
93,501

 
 
 
 
 
 
 
 
 
 
Jeffrey T. Huber
5/1/2018
 
119.83

 
172

 
20,611

 
 
8/1/2018
 
127.48

 
161

 
20,524

 
 
11/1/2018
 
94.20

 
220

 
20,724

 
 
2/1/2019
 
91.22

 
226

 
20,616

 
 
 
 
 
 
 
 
82,475

 
 
 
 
 
 
 
 
 
 
Talbott Roche
5/1/2018
 
119.83

 
167

 
20,012

 
 
8/1/2018
 
127.48

 
162

 
20,652

 
 
11/1/2018
 
94.20

 
219

 
20,630

 
 
2/1/2019
 
91.22

 
226

 
20,615

 
 
 
 
 
 
 
 
81,909

 
 
 
 
 
 
 
 
 
 
Richard A. Simonson
5/1/2018
 
119.83

 
206

 
24,685

 
 
8/1/2018
 
127.48

 
195

 
24,859

 
 
11/1/2018
 
94.20

 
262

 
24,680

 
 
2/1/2019
 
91.22

 
272

 
24,812

 
 
 
 
 
 
 
 
99,036

 
 
 
 
 
 
 
 
 
 
Luis A. Ubiñas
5/1/2018
 
119.83

 
241

 
28,879

 
 
8/1/2018
 
127.48

 
226

 
28,810

 
 
11/1/2018
 
94.20

 
307

 
28,919

 
 
2/1/2019
 
91.22

 
317

 
28,917

 
 
 
 
 
 
 
 
115,525

 
 
 
 
 
 
 
 
 
 
Heidi Ueberroth
8/1/2018
 
127.48

 
156

 
19,887

 
 
11/1/2018
 
94.20

 
212

 
19,970

 
 
2/1/2019
 
91.22

 
218

 
19,886

 
 
 
 
 
 
 
 
59,743

 
 
 
 
 
 
 
 
 
 
Denise F. Warren
5/1/2018
 
119.83

 
172

 
20,611

 
 
8/1/2018
 
127.48

 
162

 
20,652

 
 
 
 
 
 
 
 
41,263

 
 
 
 
 
 
 
 
 


19


COMPENSATION DISCUSSION AND ANALYSIS
OVERVIEW
Our Compensation Discussion and Analysis describes and discusses the fiscal 2019 compensation paid to our named executive officers (“NEOs”), and is organized into six sections:
Executive Summary
Compensation Practices, Principles and Say on Pay Vote
The Process for Determining Our NEOs’ Compensation
Our Elements of Pay
Our NEOs’ Fiscal 2019 Compensation
Other Compensation Information
For fiscal 2019, EA’s NEOs were:
Andrew Wilson, Chief Executive Officer;
Blake Jorgensen, Chief Operating Officer and Chief Financial Officer;
Laura Miele, Chief Studios Officer;
Kenneth Moss, Chief Technology Officer;
Chris Bruzzo, Chief Marketing Officer; and
Patrick Söderlund, Former Chief Design Officer
On August 14, 2018, EA announced that Patrick Söderlund, our Chief Design Officer, would be departing the Company effective October 30, 2018. No severance was paid to Mr. Söderlund in connection with his departure, and all of Mr. Söderlund’s unvested equity awards were cancelled without payment.
EXECUTIVE SUMMARY
Fiscal 2019 Summary of EA’s Business
Fiscal 2019 was a year of intense competition in the video game industry. While there were many achievements this year that we are proud of, after generating strong financial results and robust stockholder returns from fiscal 2014 through fiscal 2018, we did not perform to our expectations during fiscal 2019. Given the Company’s fiscal 2019 financial performance, and in order to maintain alignment with our pay-for-performance executive compensation philosophy, our CEO and his staff (including the NEOs) requested that they receive no performance cash bonus award for fiscal 2019. The Board (in the case of Mr. Wilson) and the Compensation Committee (in the case of the other NEOs) accepted this request. Likewise, as contemplated by the design of our PRSU program, due to the Company’s total shareholder return in fiscal 2019, none of the PRSUs granted in June 2018 vested with respect to the fiscal 2019 performance period.
While we are disappointed with our fiscal 2019 results, we understand the challenges we face, and we will continue to focus on how we can apply the strengths of our Company to capitalize on our opportunities.
Fiscal 2019 GAAP Financial Results and Operating Highlights
We generated $4.95 billion of net revenue and $3.33 diluted earnings per share.
Our digital net revenue increased to $3.71 billion and represented 75% of our total net revenue.
We delivered net income of $1.02 billion and operating cash flow of $1.55 billion.
Operating profit margins were 20.1%.
We generated net bookings for the fiscal year of $4.94 billion.
FIFA 19 was the best-selling console game in Europe in calendar 2018.
We launched two new original IP titles, Apex Legends and Anthem.
We launched Firestorm battle royale in Battlefield V, the biggest Battlefield live service event ever.
The financial performance, operational achievements and other fiscal year events summarized above provide context for the compensation decisions made by the Compensation Committee and Board of Directors, as well as the decision by the Company’s executive leadership team to decline bonuses in fiscal 2019.

20


COMPENSATION PRACTICES, PRINCIPLES AND SAY ON PAY VOTE
Compensation Design
Our executive compensation programs are designed to align the interests of our executives with the interests of our stockholders.
What We Do
What We Don’t Do
þ
Incorporate both PRSUs and time-based restricted stock units (“RSUs”)
x
Have a “single-trigger” change in control plan
þ
Require our executives to satisfy stock holding requirements
x
Provide excise tax gross-ups upon a change in control
þ
Prohibit all employees from engaging in hedging transactions in EA stock and prohibit executive officers from pledging EA common stock
x
Have executive employment contracts (other than as required by local jurisdictions)
þ
Conduct annual “say-on-pay” advisory votes
x
Reprice options without stockholder approval
þ
Recover (clawback) equity compensation for misconduct in the event of a financial restatement
x
Provide excessive perquisites
þ
Align performance-based equity vesting with stockholder interests
 
 
þ
Independent compensation consultant input into the Compensation Committee’s decisions
 
 
þ
Annual evaluation of peer group to ensure ongoing relevance of each member
 
 
Compensation Principles — Promoting Pay-for-Performance
The design of our compensation programs is guided by a compensation philosophy based on three core principles intended to attract and retain high-performing executives and promote a pay-for-performance approach to executive compensation:
Principle 1 Cash Compensation: A significant portion of each NEO’s cash compensation should be at risk, based on the annual financial and operational performance of the Company, in addition to the NEO’s individual performance;
Principle 2 Equity Compensation: A significant portion of each NEO’s total compensation should be provided in the form of long-term equity to enhance alignment between 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; and
Principle 3 Target Total Direct Compensation: The target total direct compensation package for each NEO should be consistent with market practices for executive talent, and reflect each NEO’s individual experience, responsibilities and performance.
Fiscal 2018 Say On Pay Vote
We received a favorable 86% of votes cast for our annual say on pay advisory proposal at our 2018 annual meeting. EA’s management, the Compensation Committee and the Board of Directors are committed to maintaining a pay-for-performance alignment in our executive compensation programs and value the opinions of our stockholders regarding our programs.
THE PROCESS FOR DETERMINING OUR NEOS’ COMPENSATION
Role of the Board of Directors, Compensation Committee and Management
Our Board of Directors approves the target total direct compensation and makes compensation decisions for our CEO, in consultation with the Compensation Committee and the Compensation Committee’s independent compensation consultant, Compensia. The Compensation Committee approves the target total direct compensation and makes compensation decisions for all other NEOs after input, at the Compensation Committee’s request, from our CEO, our Chief People Officer, and Compensia. For information on the independence of Compensia, see the section of this Proxy Statement entitled “Compensation Committee” beginning on page 11.

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Compensation decisions made by the Board of Directors and the Compensation Committee are based on several factors, including the Company’s financial performance, individual performance, market trends, and other factors unique to each individual. The impact of the Company’s financial performance and individual considerations in our fiscal 2019 compensation decisions are detailed in the section of this Compensation Discussion & Analysis entitled “Our NEOs’ Fiscal 2019 Compensation” beginning on page 26. The Compensation Committee and the Board of Directors also reference certain market-based considerations, such as peer group data, benchmarking and percentiles when making compensation decisions.
Selection and Use of Peer Group
To assess market compensation practices, each year the Compensation Committee selects a group of companies (“peer group”) comparable to us with respect to several quantitative factors, which may include revenue, market capitalization, total stockholder return (“TSR”), net income margin and number of employees, as well as qualitative factors including competition for talent, to use as a reference for compensation decisions.
As discussed in our fiscal 2018 Proxy Statement, the Compensation Committee selected the following peer group to use as a reference for fiscal 2019 compensation decisions. The Compensation Committee considered the Company’s significant market capitalization growth over the prior several fiscal years and its evolving business models, as well as other commonalities, including assessing companies similarly situated in the gaming and entertainment sector. The Compensation Committee added VMware, Take-Two Interactive Software, Nvidia, CBS and Netflix to our peer group. The Compensation Committee also removed Mattel and Lions Gate Entertainment from our peer group for fiscal 2019 due to our diverging business models. Based on public filings through June 4, 2019, the Company was at the 34th percentile with respect to annual revenues and at the 48th percentile with respect to market capitalization.
FISCAL 2019 PEER GROUP
Video Game
 
Technology/Internet
 
Entertainment
 
Toys/Games
Activision Blizzard
 
Adobe Systems
 
AMC Networks Inc.
 
Hasbro
Take-Two Interactive
 
Autodesk
 
CBS
 
 
Software
 
eBay
 
Discovery Communications
 
 
Zynga
 
Expedia
 
Netflix
 
 
 
 
IAC/Interactive Corp.
 
 
 
 
 
 
Intuit
 
 
 
 
 
 
Nvidia
 
 
 
 
 
 
Booking Holdings
 
 
 
 
 
 
Salesforce.com
 
 
 
 
 
 
Symantec
 
 
 
 
 
 
VMware
 
 
 
 
In November 2018, for purposes of benchmarking fiscal year 2020 compensation, the Compensation Committee assessed our peer group and determined that no changes were necessary in light of the fact that the Committee had made material changes in the prior year. The Compensation Committee felt that the current composition continued to reflect appropriate peers based on an evaluation of the factors discussed above.
Compensation Benchmarking and the Role of Consultants
In February 2019, Compensia conducted a comprehensive analysis of our executive compensation programs using publicly available compensation information on our peer group. The analysis included a comparison of the base salary, target cash compensation, long-term incentives and target total direct compensation of each of our senior vice-president level positions and above against similar positions in our peer group. Where sufficient market data for our peer group was not available, Compensia used data from a broader group of similarly sized technology companies. Compensia provided the Compensation Committee with its findings in February 2019 to be used as a reference for making bonus decisions for fiscal 2019 and base salary and equity decisions for fiscal 2020.

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Use of Percentiles
When setting the fiscal 2019 base salaries and bonus targets for our executive officers, the Compensation Committee referenced the 50th to 75th percentiles of the market range of comparable companies, and for target guidelines for annual equity awards, the Compensation Committee referenced the 75th percentile. We believe these percentiles are appropriate to recruit and retain a strong leadership team in an industry and geographic area that is highly competitive for executive talent. Our guidelines for annual equity awards reference a higher percentile because of the important retention value of the awards. While we consider each component, the actual base salary, bonus, and equity compensation awarded to a NEO may be above these targets and is determined based on our financial performance, individual performance, market trends and other factors unique to each individual.
The Compensation Committee also considered the aggregate value of the target total direct compensation components (i.e., base salary, bonus and annual equity awards), and referenced the 50th to 75th percentiles of the market for target total direct compensation. When necessary for new hires, retention, succession planning, or other factors, the Compensation Committee may approve compensation for select key executives that could result in target total direct compensation above our referenced range.
OUR ELEMENTS OF PAY
We believe that our compensation programs reflect our three compensation principles described under the heading “Compensation Principles — Promoting Pay-for-Performance” and are designed to reward achievement of Company-wide financial objectives, individual operational and strategic objectives and the creation of long-term value for our stockholders, while also recognizing the dynamic and highly competitive nature of our business and the market for top executive talent. For fiscal 2019, approximately 93% of our CEO’s target total direct compensation opportunity and 90% of the average of our NEOs’ (excluding our CEO) target total direct compensation opportunity was performance-based in the form of an annual performance cash bonus opportunity, PRSUs and RSUs. Given the Company’s fiscal 2019 financial performance, and in order to maintain alignment with our pay-for-performance executive compensation philosophy, our CEO and his staff (including the NEOs) requested that they receive no performance cash bonus award for fiscal 2019. Likewise, as contemplated by the design of our PRSU program, due to the Company’s total shareholder return in fiscal 2019, none of the PRSUs granted in June 2018 vested with respect to the fiscal 2019 performance period.
Our compensation structure puts at risk a significant portion of our NEOs’ target total direct compensation, as set forth below:
Target Total Direct Compensation
 
 
NEOs (Excluding CEO)
CEO
 
 
def14a2019_6.jpg
def14a2019_7.jpg
Base Salary
Base salary is the fixed cash component that is market competitive for the role to attract and retain high-performing executives. On an annual basis, the Compensation Committee reviews and approves any base salary adjustments considering factors such as individual performance, the market for similar positions, level of responsibilities, complexity of role, and internal compensation alignment. For information on base salaries paid to our NEOs in fiscal year 2019, please see the information under the heading entitled “Our NEOs’ Fiscal 2019 Compensation 2019 Annual Base Salary” beginning on page 26.

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Performance Cash Bonus Awards
Our cash bonus programs are designed to motivate our executives to achieve challenging short-term performance goals that are important to the Company’s long-term growth. The Compensation Committee sets the executives’ bonus targets each year as a percentage of base salary based on factors such as individual performance, the market for similar positions, level of responsibilities, complexity of role, pay practices at our peer group for comparable positions and internal compensation alignment.
During years in which our NEOs receive performance cash bonus awards, those awards are determined as follows:
Base
Salary
X
Bonus Target
Percentage (%
of Base Salary)
  X
Company Bonus
Funding Percentage
X
Individual
Performance Modifier
=
NEO Bonus
Payout
Executive Bonus Plan: At the beginning of each fiscal year, the Compensation Committee selects the Executive Bonus Plan participants, performance period, performance measures, and the formula used to determine maximum bonus funding under each plan. In fiscal 2019, all our NEOs, except for Mr. Söderlund, were selected to participate in the Executive Bonus Plan. Had Mr. Söderlund remained employed by the Company, he would have participated in the general EA Bonus Plan in fiscal 2019 as a result of his Swedish residence.
Given the Company’s fiscal 2019 financial performance, and in order to maintain alignment with our pay-for-performance executive compensation philosophy, our CEO and his staff (including the NEOs) requested that they receive no performance cash bonus award for fiscal 2019. The Board (in the case of Mr. Wilson) and the Compensation Committee (in the case of the other NEOs) accepted this request.
PRSUs
The Compensation Committee grants PRSUs to senior vice president level employees and above as part of their annual equity awards. To encourage executive retention and to encourage our executives to focus on long-term stock price performance, the PRSUs generally vest over a three-year performance period; however, the Compensation Committee may consider a different performance measurement period when appropriate for new-hires, retention, succession planning or other factors. The number of shares earned is adjusted based upon changes in our TSR relative to the TSR of the companies in the NASDAQ-100 Index (the “Relative NASDAQ-100 TSR Percentile”) measured over the vesting measurement periods, which are generally 12-month, 24-month cumulative and 36-month cumulative periods (each such period, a “Vesting Measurement Period”) that correspond to our fiscal year. Earned PRSUs generally will vest and be converted into shares one month prior to the first, second and third anniversaries of the date of grant (which we call “Vesting Opportunities”). For fiscal 2019, 50% of the total value of our NEOs’ annual equity awards were made in the form of PRSUs.
The illustration below depicts how the number of shares earned is calculated:
 
Target PRSUs
X
Relative
NASDAQ-100
TSR Percentile Modifier
 =
Shares Earned
 
The Relative NASDAQ-100 TSR Percentile modifier, which can range from 0% to 200%, is based on the change in our stock price during a Vesting Measurement Period (i.e., approximately the 12-month period, 24-month cumulative period and 36-month cumulative period following of the date of grant), using a 90-day trailing average stock price. If the Company’s Relative NASDAQ-100 TSR Percentile is at the 60th percentile at the end of a Vesting Measurement Period, 100% of target shares will be earned. Thus, target vesting is tied to above-median performance of the NASDAQ-100. The percentage of shares earned will be adjusted upward by 3% or downward by 2% for each percentile above or below the 60th percentile, respectively.
The following table illustrates the percentage of shares that could be earned from our PRSUs based on the Company’s Relative NASDAQ-100 TSR Percentile:
Relative NASDAQ-100 TSR Percentile
1st to
10th
25th
40th
60th
75th
90th
94th to
100th
Relative NASDAQ-100 TSR Multiplier
0%
30%
60%
100%
145%
190%
200%

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The following table illustrates the percentage of shares subject to outstanding PRSUs earned at the end of fiscal 2019:
PRSU Grant Date
June 2016
June 2017
June 2018
Measurement Period
Fiscal 17-19
Fiscal 18-20
Fiscal 19-21
90-day average stock price (at start of measurement period)
$70.55
$102.99
$129.87
Length of Vesting Measurement Period
1 Year
2 Years
3 Years
90-day average stock price (at end of measurement period)
$94.53
EA’s TSR
34.00%
-8.21%
-27.21%
EA’s Relative NASDAQ-100 TSR Percentile
49th
27th
9th
Percentage of Target Shares Vested in May 2019
78%
34%
0%
The number of shares earned is capped at 200% of the target shares available for vesting at a Vesting Opportunity. If the Company’s TSR at any Vesting Opportunity is negative on an absolute basis, the number of shares that can be earned is capped at 100% of the target regardless of the Company’s Relative NASDAQ-100 TSR Percentile.
In addition, 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 shares at the second and third Vesting Opportunities that were not earned at the first and second Vesting Opportunities in an amount capped at 100% of the target number of shares unearned from the previous Vesting Opportunities. These shares are earned if the Company’s Relative NASDAQ-100 TSR Percentile subsequently improves over the cumulative 24-month and/or 36-month Vesting Measurement Periods. All unearned shares in excess of the target number of shares are forfeited. This feature has not delivered shares under our PRSU program to date.
For information on PRSUs awarded to our NEOs in fiscal year 2019, please see the information under the heading entitled “Our NEOs’ Fiscal 2019 Compensation Fiscal 2019 Annual Equity Awards Granted in June 2018” beginning on page 27.
RSUs
RSUs reward absolute long-term stock price appreciation and promote retention. Prior to fiscal 2019, equity award grants of RSUs to our NEOs vested annually over 35 months from the grant date in approximately equal increments each May. In order to align with industry trends and to stay market competitive, in fiscal 2019, the Compensation Committee adjusted the vesting schedule of RSUs granted to all employees, including our NEOs. RSU grants now 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 (RSU grants made prior to fiscal 2019 remain on the legacy annual vesting schedule). The Compensation Committee may also grant RSUs with different vesting schedules when necessary for new hires, retention, succession planning, or other factors.
For fiscal 2019, 50% of the total value of our NEOs’ annual equity awards were made in the form of RSUs. For information on RSUs awarded to our NEOs in fiscal year 2019, please see the information under the heading entitled “Our NEOs’ Fiscal 2019 Compensation Fiscal 2019 Annual Equity Awards Granted in June 2018” beginning on page 27.
Special Performance-Based Equity Awards Granted in the Prior Fiscal Year
Mr. Wilson, Mr. Jorgensen and Mr. Moss hold special equity awards comprised of performance-based incremental RSUs (“PIRSUs”) that were granted by the Compensation Committee and the Board of Directors (in the case of Mr. Wilson) during fiscal 2018. The Board of Directors and the Compensation Committee determined that incentivizing and retaining these key executives was critical to the Company’s continued strong growth and success.
These awards are entirely performance-based and depend on achieving aggressive growth targets in the Company’s non-GAAP net revenue and free cash flow (“FCF”) over a four-year performance period beginning in fiscal 2018 and ending with fiscal 2021, which is a longer vesting period than the vesting period applicable to our annual equity grants. If either of these targets are not met, the awards associated with that target do not pay out. The non-GAAP net revenue and FCF performance measures were chosen because they align with stockholders’ interest in the goal of achieving long-term, sustained and profitable growth for the Company. The PIRSUs, or a portion thereof, will cliff vest on May 26, 2021, provided one or both of the non-GAAP net revenue and FCF performance targets are achieved and that the NEO remains employed on the vesting date. The payout for each metric is independent from the other.

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The following chart shows vesting based on the threshold, target, and maximum levels for non-GAAP net revenue and FCF (with linear interpolation applying to performance between threshold, target and maximum, with no funding for performance below threshold):
 
 
Threshold
 
Target
 
Maximum
Non-GAAP Net Revenue
 
 
 
 
 
 
(50% weighting)
 
50% Payout
 
100% Payout
 
200% Payout
FCF
 
 
 
 
 
 
(50% weighting)
 
50% Payout
 
100% Payout
 
200% Payout
The non-GAAP net revenue and FCF targets are not being provided due to competitive concerns. The threshold performance levels were determined using a multiple of the Company’s record non-GAAP net revenue and FCF performance in fiscal 2017 and cannot be earned without sustaining the same level of exceptional performance. The target performance levels were based on the Company’s then long-term strategic plan reviewed by the Board of Directors. They were intended to be challenging based on anticipated growth over the performance period and to provide appropriate incentives for management to continue to grow our business from the baseline of record financial and operating achievements in fiscal 2017. The Board of Directors and Compensation Committee believed that achievement of the maximum performance levels would require sustained exceptional performance over the performance period, as the targets were significantly above the long-term strategic plan at the time. Further, the non-GAAP net revenue and FCF targets for the PIRSUs combined with the relative TSR targets for the PRSUs provide these NEOs with a set of financial goals geared towards achieving exceptional performance for the Company on a long-term basis with the objective of returning significant value to stockholders.
Use of Non-GAAP Financial Measures
The Company uses certain adjusted non-GAAP financial measures when establishing performance-based bonus targets and vesting criteria for certain equity awards, such as non-GAAP net revenue, non-GAAP gross profit, non-GAAP operating income, non-GAAP net income, non-GAAP diluted earnings per share and non-GAAP diluted shares, among others. These measures adjust for certain items that are not 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. These non-GAAP financial measures exclude the following items as applicable, in each reporting period: acquisition-related expenses, amortization of debt discount, change in deferred net revenue (online-enabled games), mobile platform fees, income tax adjustments, and stock-based compensation, among others. In addition, for these purposes, we make further adjustments to our publicly disclosed non-GAAP measures to add back bonus expense.
OUR NEOS’ FISCAL 2019 COMPENSATION
2019 Annual Base Salary
To determine an executive’s base salary, the Compensation Committee, with assistance from Compensia, considers the pay practices of our peer group for comparable positions, experience, tenure and internal equity based on the scale and scope of the role.
In fiscal 2019, the Compensation Committee’s annual review of our NEOs base salary and bonus target determinations occurred in the context of changes to our executive team announced in April 2018. Blake Jorgensen assumed the Chief Operating Officer role in addition to Chief Financial Officer. Laura Miele assumed the role of Chief Studios Officer with responsibility leading EA’s Worldwide Studios. Chris Bruzzo assumed responsibility of a new marketing, publishing and analytics organization.
The Compensation Committee (and Board of Directors for Mr. Wilson) approved fiscal 2019 base salary increases, effective April 1, 2018 (and June 1, 2018 for Mr. Wilson), of 4.3% for Mr. Wilson, to $1,200,000; 6% for Mr. Jorgensen, to $850,000; 4% for Mr. Moss, to $675,000; 8% for Mr. Bruzzo, to $675,000; and 2% for Mr. Söderlund, to $876,000. These increases in base salary for fiscal 2019 were based on the strength of the Company’s financial and operating performance in fiscal 2018, were in line with company-wide base salary merit increases for strong performers and reflected the expanded roles and responsibilities of Mr. Jorgensen and Mr. Bruzzo. Finally, the Compensation Committee determined a fiscal 2019 base salary of $675,000 for Ms. Miele, who was not an NEO prior to fiscal 2019. Ms. Miele’s base salary reflected the significant increase in her responsibilities and duties due to her promotion from heading our Global Publishing organization to our Chief Studios Officer, leading our

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worldwide studios. Upon Mr. Söderlund’s departure from the Company, Ms. Miele assumed the leadership responsibilities of the Chief Design Officer role.
Fiscal 2019 Performance Cash Bonus Awards
Given the Company’s 2019 financial performance, and in order to maintain alignment with our pay-for-performance executive compensation philosophy, our CEO and his staff (including the NEOs) requested that they receive no performance cash bonus award for fiscal 2019. The Board (in the case of Mr. Wilson) and the Compensation Committee (in the case of the other NEOs) accepted this request. The bonus funding that would have been allocated to our CEO and his staff (including the NEOs) were contributed to the overall Company bonus pool.
Determining Bonus Targets
Each fiscal year, the Compensation Committee, and the Board of Directors for our CEO, sets the values of the target annual performance bonus cash awards as a percentage of each executive’s base salary (“target bonus”) based on factors including pay practices of our peer group for comparable positions, experience, tenure and internal equity based on the scale and scope of the role.
In fiscal 2019, the review of our NEOs target bonus percentages was made in the context of the changes to our executive team discussed above. The Board of Directors increased Mr. Wilson’s target bonus percentage for fiscal 2019 from 175% to 200%, effective June 1, 2018, due to the Company’s strong performance during fiscal 2018 and to align Mr. Wilson’s target bonus opportunity with the 50th to 75th percentile for chief executive officers in our peer group. Likewise, the Compensation Committee increased the target bonus percentages for our NEOs, other than for Mr. Söderlund, as set forth in the table below and effective as of April 1, 2018, due to the Company’s strong performance during fiscal 2018 and to reflect the new roles and responsibilities for certain of our NEOs as discussed above.
 
Base Salary Earned in Fiscal 2019
($)
 
Target Bonus Percentage for Fiscal 2019
 
Prior Target Bonus Percentage
Mr. Wilson
1,192,308

 
200%
 
175%
Mr. Jorgensen
850,000

 
125%
 
100%
Mr. Moss
675,000

 
100%
 
75%
Mr. Bruzzo
675,000

 
100%
 
75%
Mr. Söderlund(1)
475,572

 
150%
 
150%
 
 
 
(1) 
Mr. Söderlund resides in Stockholm, Sweden and was paid in Swedish krona (“SEK”) prior to his departure from the Company. Mr. Söderlund’s fiscal 2019 base salary was derived from an average of the SEK to USD exchange rates on the last day of each month during fiscal 2019 during which he was employed by or otherwise received payments from the Company relating to his employment of 0.112219. Mr. Söderlund departed from the Company, effective October 30, 2018; no severance was paid to Mr. Söderlund, and all of Mr. Söderlund’s unvested equity awards were cancelled without payment to him in connection with his departure.
Finally, the Compensation Committee determined a target bonus percentage of 100% for Ms. Miele, who was not an NEO prior to fiscal 2019. Ms. Miele’s target bonus percentage reflected the Company’s strong performance during fiscal 2018 and the significant increase in her responsibilities due to her promotion to Chief Studios Officer. Ms. Miele earned $675,000 in base salary in fiscal 2019.
Fiscal 2019 Annual Equity Awards Granted in June 2018
Equity compensation is used as a tool to hire, retain and motivate the Company’s top talent. In fiscal 2018, the Company had record year of strong growth. We exceeded our net revenue and operating income guidance for fiscal 2018, drove higher gross margins and increased our cash provided by operations. The annual equity awards granted to the NEOs in fiscal 2019 reflect these strong financial results generated in fiscal 2018 as well as the NEO’s individual performance.
The NEOs’ annual equity awards were targeted to be comprised of 50% PRSUs with vesting tied to the Company’s TSR and 50% RSUs with a 35-month vesting schedule. 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. Our executives are highly desirable candidates for competitors in the gaming industry, as well as broader technology companies, including those pursuing interactive entertainment.
Approximately 80% of the aggregate compensation granted to our NEOs for fiscal 2019 was in the form of long-term equity.

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The number of PRSUs and RSUs awarded to each NEO was determined based upon an assessment of various individual factors, including each NEO’s role and tenure with the Company, individual performance (as described below), the value of unvested equity for retention considerations, the grant date fair-value of the award, competitive market practices, including benchmarking data for the position, and internal compensation alignment among our executive officers.
The following table shows the value of the annual equity awards granted to our NEOs in fiscal 2019:
 
 
Target PRSUs(1)(2)
($)
 
RSUs(1)(2)
($)
 
 
Mr. Wilson
7,500,000
 
7,500,000
 
 
Mr. Jorgensen
3,750,000
 
3,750,000
 
 
Ms. Miele
2,750,000
 
2,750,000
 
 
Mr. Moss
2,750,000
 
2,750,000
 
 
Mr. Bruzzo
2,500,000
 
2,500,000
 
 
Mr. Söderlund
5,000,000(3)
 
5,000,000(3)
 
 
 
 
 
 
(1) 
Represents the value of the awards approved by the Compensation Committee on April 11, 2018 and the Board of Directors on May 17, 2018, in the case of Mr. Wilson. On the date of grant, the value was converted into PRSUs or RSUs over an equivalent number of shares rounded down to the nearest whole share.
(2) 
Awards granted on June 18, 2018.
(3)
Awards were cancelled without payment to Mr. Söderlund effective upon his departure from the Company on October 30, 2018.
The following highlights were considered for the individual performance component:
Mr. Wilson, Chief Executive Officer
The Board of Directors took into account Mr. Wilson’s leadership of the Company’s fiscal 2019 game portfolio, including continued success in top franchises with growing player bases for FIFA and Battlefield; his leadership of the Company’s ongoing development of new IP; record-breaking engagement in The Sims 4; and expanding reach and engagement in live services including EA SPORTS Ultimate Team and competitive gaming. Mr. Wilson’s focus on fostering of diverse and inclusive talent within the Company and the implementation of his strategy and direction for the Company for fiscal 2019 were also considered.
Mr. Jorgensen, Chief Operating Officer and Chief Financial Officer
The Compensation Committee took into account that Mr. Jorgensen’s role helping the Company achieve record cash flow provided by operations in fiscal 2018 while continuing to efficiently manage the Company’s operating expenses; his leadership growing sales across EA’s broad portfolio and diverse business models, including live services and subscriptions; his focus on implementing changes in the Company’s tax policies, including as a result of the U.S. tax reform, and successfully managing communications with investors and stockholders. The Compensation Committee also considered Mr. Jorgensen’s increased responsibilities with his Chief Operating Officer role.
Ms. Miele, Chief Studios Officer
The Compensation Committee took into account the scope of Ms. Miele’s new role as Chief Studios Officer with responsibility leading EA’s Worldwide Studios. In addition, the Compensation Committee considered Ms. Miele’s achievements in her prior role as head of Global Publishing in growing sales across EA’s broad portfolio and diverse business models. The Compensation Committee also considered Ms. Miele’s leadership of our worldwide customer experience organization in which she drove enhanced programs and practices to increase engagement with our players.
Mr. Moss, Chief Technology Officer
The Compensation Committee took into account the successful scaling and enhancement of EA’s digital platform, the technology supporting our growing digital business, as well as the continuing development of the EA Player Network; his leadership of EA’s proprietary game engine technology, Frostbite; his team’s support of the Company’s products and services, such as ensuring the platform performance, security, stability and timely delivery of the Company’s games; and leading development of EA’s new technological innovations, including investments in streaming technology and artificial intelligence.

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Mr. Bruzzo, Chief Marketing Officer
The Compensation Committee took into account the successful multichannel global marketing campaigns for EA’s major titles; continued subscriber base growth in EA’s subscription services EA Access and Origin Access; the expansion and execution of EA PLAY, the Company’s annual games showcase event; and deepening EA’s player relationships with a focus on engagement and retention. In addition, the Committee considered Mr. Bruzzo’s increased responsibilities leading a new marketing, publishing and analytics organization.
Mr. Söderlund, Former Chief Design Officer
All of Mr. Söderlund’s unvested equity awards were cancelled without any payment effective upon his departure from the Company on October 30, 2018.
OTHER COMPENSATION INFORMATION
Benefits and Retirement Plans
We provide a wide array of significant employee benefit programs to all of our regular, full-time employees, including our NEOs, including medical, dental, prescription drug, vision care, disability insurance, life insurance, accidental death and dismemberment (“AD&D”) insurance, a flexible spending plan, 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 U.S.-based NEOs, are eligible to participate in a tax-qualified section 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 2019. In Sweden, where Mr. Söderlund resides, the Company contributed to supplementary ITP occupational pension plans on behalf of Mr. Söderlund until his departure from the Company.
Perquisites and Other Personal Benefits
While our NEOs generally receive the same benefits that are available to our other regular, full-time 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 officers 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. Company reimbursed air and ground transportation generally is limited to business travel.
Change in Control Arrangements and Severance
Our executive officers with a ranking of senior vice presidents and above are eligible to participate in the Electronic Arts Inc. Change in Control Plan (the “CiC Plan”), which is a “double-trigger” change in control plan that provides our executive officers with payments and benefits if their employment is terminated in connection with a change in control. For more information on the CiC Plan, please refer to the information included under the heading “Potential Payments Upon Termination or Change in Control” beginning on page 39 of this Proxy Statement.
We also maintain an ERISA-regulated severance plan (the “Severance Plan”) that applies generally to all our U.S.-based employees. Under the Severance Plan, eligible employees 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, the cash severance payment payable under the Severance Plan may be reduced, in whole or in part, by any amount paid under the CiC Plan.
Mr. Söderlund did not receive any severance in connection with his departure from the Company.
Stock Ownership Holding Requirements
We maintain stock ownership holding requirements for our Section 16 officers. Our Section 16 officers who hold the title of senior vice president must maintain stock ownership equal to at least 1x their base salary. The stock ownership multiple increases to 2x base salary for Section 16 officers who are executive vice presidents and 5x base salary for our CEO. We test the stock ownership holding requirement on an annual basis, and any Section 16

29


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.
As of March 30, 2019, each of our executive officers, had either met his or her then-applicable stock ownership holding requirement or had not yet reached the date on which he or she is required to meet his or her ownership requirement, which is generally 50 months from the date of hire or appointment.
Insider Trading, Anti-Hedging and Anti-Pledging Policies
Please see page 13 of this Proxy Statement under the heading “Insider Trading, Anti-Hedging and Anti-Pledging Policies” which such policies are also applicable to our NEOs.
Compensation Recovery (Clawbacks)
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.
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 “Oversight of Risk Issues” above for an additional discussion of risk considerations.
Impact of Tax Treatment
Historically, Section 162(m) of the Internal Revenue Code precluded a public company from taking a tax deduction for annual compensation in excess of $1 million paid to its chief executive officer and the three most highly paid executive officers other than the chief financial officer; this limitation did not apply to compensation that satisfied tax code requirements for qualifying performance-based compensation. However, effective January 1, 2018, the Tax Cuts and Jobs Act of 2017 (“Tax Act”) mandates that the chief financial officer is no longer excluded from this limitation, and performance-based compensation is no longer exempted. Transition rules under the Tax Act allow payments made pursuant to written binding contracts in effect as of November 2, 2017 to be deductible based on the pre-Tax Act rules; we intend to deduct such payments as appropriate, but there is no guarantee that such payments will be deductible.
We do not intend to change 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. At the same time, the Compensation Committee believes it is important to retain discretion and maximum flexibility 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.
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 or 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 & Analysis. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion & Analysis be included in this Proxy Statement.
COMPENSATION COMMITTEE MEMBERS
Jay C. Hoag (Chair)
Leonard S. Coleman
Heidi Ueberroth


30


EXECUTIVE COMPENSATION
FISCAL 2019 SUMMARY COMPENSATION TABLE
The following table shows information concerning the compensation earned by or awarded to our Chief Executive Officer, our Chief Operating and Financial Officer, our next three most highly compensated executive officers, and our former Chief Design Officer, in each case, for fiscal 2019, and, where applicable, fiscal 2018 and fiscal 2017. For purposes of the compensation tables that follow, we refer to these individuals collectively as the “Named Executive Officers” or “NEOs.”
Name and Principal Position for Fiscal 2019
 
Fiscal Year
 
Salary
($)
 
Stock Awards
($)(1)
 
Non-Equity Incentive Plan Compensation
($)(2)
 
All Other Compensation
($)(3)
 
Total
($)
Andrew Wilson
 
2019
 
1,192,308
 
17,090,597(4)
 
 
37,166

 
18,320,071

Chief Executive Officer
 
2018
 
1,141,731
 
32,025,759
 
2,500,000
 
61,274

 
35,728,764

 
 
2017
 
1,083,846
 
16,150,342
 
2,690,860
 
47,720

 
19,972,718

Blake Jorgensen
 
2019
 
850,000
 
8,545,299(5)
 
 
16,564

 
9,411,863

Chief Operating Officer &
 
2018
 
794,211
 
17,377,775
 
1,100,000
 
14,055

 
19,286,041

Chief Financial Officer
 
2017
 
762,981
 
7,498,342
 
1,100,000
 
17,427

 
9,378,750

Laura Miele
 
2019
 
675,000
 
6,266,288(6)
 
 
11,544

 
6,952,832

Chief Studios Officer
 
 
 
 
 
 
 
 
 
 
 
 
Kenneth Moss
 
2019
 
675,000
 
6,266,288(7)
 
 
13,592

 
6,954,880

Chief Technology Officer
 
2018
 
645,865
 
13,242,574
 
630,000
 
14,327

 
14,532,766

 
 
2017
 
619,104
 
5,767,942
 
615,000
 
17,738

 
7,019,784

Chris Bruzzo
 
2019
 
675,000
 
5,696,866(8)
 
 
12,573

 
6,384,439

Chief Marketing Officer
 
2018
 
620,865
 
4,539,994
 
530,000
 
22,433

 
5,713,292

 
 
2017
 
596,365
 
4,614,285
 
500,000
 
17,427

 
5,728,077

Patrick Söderlund(9)
 
2019
 
475,572
 
11,393,732(10)
 
 
146,412

 
12,015,716

Former Chief Design Officer
 
2018
 
821,539
 
46,253,078
 
1,212,319
 
98,901

 
48,385,837

 
 
2017
 
611,291
 
9,805,485
 
1,094,161
 
84,720

 
11,595,657

 
 
 
 
 
(1) 
Represents the aggregate grant date fair value of RSUs, PRSUs, and, with respect to fiscal 2018, PIRSUs. 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 and PIRSUs, grant date fair value is calculated using the closing price of our common stock on the grant date with the PIRSUs being valued at target. For PRSUs, the grant date fair value is determined using a Monte-Carlo simulation model. For additional information regarding the valuation methodology for RSUs, PRSUs and PIRSUs, 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 2019 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. For additional information regarding the specific terms of the RSUs and PRSUs granted to our NEOs in fiscal 2019, see the “Fiscal 2019 Grants of Plan-Based Awards Table” below.
(2) 
Messrs. Wilson, Jorgensen, Moss, and Bruzzo, and Ms. Miele declined payouts under the Executive Bonus Plan for fiscal 2019, and Mr. Söderlund was not eligible to receive any payout for fiscal 2019 due to his departure from the Company. For additional information, see “Our NEOs’ Fiscal 2019 Compensation” under the heading “Fiscal 2019 Performance Cash Bonus Awards” in the “Compensation Discussion and Analysis” above.

31


(3)
All Other Compensation Table
 
Name
Fiscal Year
 
Insurance Premiums
($)(A)
 
Retirement Benefits
($)(B)
 
Other
($)(C)
 
Tax Gross-Up
($)
 
Total
($)
 
Andrew Wilson
2019
 
1,014

 
9,808

 
25,760(D)
 
757(E)
 
37,166

 
 
2018
 
928

 
12,150

 
36,105
 
12,091
 
61,274

 
 
2017
 
928

 
15,900

 
30,099
 
793
 
47,720

 
Blake Jorgensen
2019
 
1,014

 
14,192

 
760
 
598(F)
 
16,564

 
 
2018
 
928

 
12,150

 
 
977
 
14,055

 
 
2017
 
928

 
15,900

 
 
599
 
17,427

 
Laura Miele
2019
 
1,014

 
9,101

 
760
 
669(G)
 
11,544

 
Kenneth Moss
2019
 
1,014

 
9,808

 
1,862(H)
 
908(I)
 
13,592

 
 
2018
 
928

 
12,150

 
 
1,249
 
14,327

 
 
2017
 
928

 
15,900

 
 
910
 
17,738

 
Chris Bruzzo
2019
 
1,014

 
9,721

 
910(J)
 
928(K)
 
12,573

 
 
2018
 
928

 
12,150

 
 
9,355
 
22,433

 
 
2017
 
928

 
15,900

 
 
599
 
17,427

 
Patrick Söderlund
2019
 
1,173

 
37,653

 
104,990(L)
 
2,596(M)
 
146,412

 
 
2018
 
936

 
61,169

 
35,992
 
804
 
98,901

 
 
2017
 
768

 
56,448

 
27,476
 
28
 
84,720

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(A) 
Amounts shown represent premiums paid on behalf of our NEOs under Company sponsored group life insurance, AD&D and disability programs.
(B) 
Amounts shown for Messrs. Wilson, Jorgensen, Moss and Bruzzo, and Ms. Miele, reflect Company-matching 401(k) contributions for fiscal year 2019. The amount shown for Mr. Söderlund reflects Company contributions during fiscal 2019 to a Swedish ITP2 occupational pension plan, which includes a defined contribution component, as well as life and disability coverage, and an alternative ITP plan.
(C) 
Amounts shown include digital game codes and video game merchandise for our NEOs.
(D)
Amount shown also includes membership dues for an executive organization ($25,000).
(E) 
Represents the aggregate value of taxes paid on behalf of Mr. Wilson for digital game codes and video game merchandise from the Company store.
(F) 
Represents the aggregate value of taxes paid on behalf of Mr. Jorgensen for digital game codes.
(G) 
Represents the aggregate value of taxes paid on behalf of Ms. Miele for digital game codes and video game merchandise from the Company store.
(H) 
Amount shown also includes costs incurred in connection with an executive physical.
(I) 
Represents the aggregate value of taxes paid on behalf of Mr. Moss for digital game codes, digital game reimbursement and video game merchandise from the Company store.
(J) 
Amount shown also includes gift merchandise from the Company.
(K) 
Represents the aggregate value of taxes paid on behalf of Mr. Bruzzo for digital game codes, video game merchandise from the Company store and gift merchandise from the Company.
(L) 
Amount shown also includes paid time-off benefits ($103,110), including accrued but unused paid-time off payable in connection with his departure from the Company.
(M)
Represents the aggregate value of taxes paid on behalf of Mr. Söderlund for digital game codes.
(4) 
Represents the aggregate grant date fair value of 51,774 RSUs granted to Mr. Wilson in fiscal 2019 of $7,499,982 and the target payout of 51,774 PRSUs granted to Mr. Wilson in fiscal 2019 of $9,590,616. The actual vesting of the PRSUs will be between zero and 200% of the target number of PRSUs. The value of the PRSUs on the date of grant assuming the highest level of performance conditions will be achieved is $14,999,963, which is based on the maximum vesting of 103,548 PRSUs multiplied by the closing price of our common stock on the date of grant of $144.86.
(5) 
Represents the aggregate grant date fair value of 25,887 RSUs granted to Mr. Jorgensen in fiscal 2019 of $3,749,991 and the target payout of 25,887 PRSUs granted to Mr. Jorgensen in fiscal 2019 of $4,795,308. The actual vesting of the PRSUs will be between zero and 200% of the target number of PRSUs. The value of the PRSUs on the date of grant assuming the highest level of performance conditions will be achieved is $7,499,982, which is based on the maximum vesting of 51,774 PRSUs multiplied by the closing price of our common stock on the date of grant of $144.86.
(6) 
Represents the aggregate grant date fair value of 18,983 RSUs granted to Ms. Miele in fiscal 2019 of $2,749,877 and the target payout of 18,983 PRSUs granted to Ms. Miele in fiscal 2019 of $3,516,411. The actual vesting of the PRSUs will be between zero and 200% of the target number of PRSUs. The value of the PRSUs on the date of grant assuming the highest level of performance conditions will be achieved is $5,499,755, which is based on the maximum vesting of 37,966 PRSUs multiplied by the closing price of our common stock on the date of grant of $144.86.
(7) 
Represents the aggregate grant date fair value of 18,983 RSUs granted to Mr. Moss in fiscal 2019 of $2,749,877 and the target payout of 18,983 PRSUs granted to Mr. Moss in fiscal 2019 of $3,516,411. The actual vesting of the PRSUs will be between zero and 200% of the target number of PRSUs. The value of the PRSUs on the date of grant assuming the highest level of performance conditions will be achieved is $5,499,755, which is based on the maximum vesting of 37,966 PRSUs multiplied by the closing price of our common stock on the date of grant of $144.86.
(8) 
Represents the aggregate grant date fair value of 17,258 RSUs granted to Mr. Bruzzo in fiscal 2019 of $2,499,994 and the target payout of 17,258 PRSUs granted to Mr. Bruzzo in fiscal 2019 of $3,196,872. The actual vesting of the PRSUs will be between zero and 200% of the target number of PRSUs. The value of the PRSUs on the date of grant assuming the highest level of performance conditions will be achieved is $4,999,988, which is based on the maximum vesting of 34,516 PRSUs multiplied by the closing price of our common stock on the date of grant of $144.86.
(9) 
During his employment with the Company, Mr. Söderlund was based in Stockholm, Sweden and was paid in Swedish krona. The amounts reported as salary and all other compensation for Mr. Söderlund in fiscal 2019 were derived from an average of the Swedish krona to U.S. dollar exchange rates on the last day of

32


each month during fiscal 2019 in which he was employed by the Company or otherwise received payments from the Company relating to his employment of 0.112219.
(10) 
Represents the aggregate grant date fair value of 34,516 RSUs granted to Mr. Söderlund in fiscal 2019 of $4,999,988 and the target payout of 34,516 PRSUs granted to Mr. Söderlund in fiscal 2019 of $6,393,744. The value of the PRSUs on the date of grant assuming the highest level of performance conditions will be achieved is $9,999,976, which is based on the maximum vesting of 69,032 PRSUs multiplied by the closing price of our common stock on the date of grant of $144.86. These awards were cancelled without any payment to Mr. Söderlund, effective upon his departure from the Company on October 30, 2018.


33


FISCAL 2019 GRANTS OF PLAN-BASED AWARDS TABLE
The following table shows information regarding non-equity incentive and equity plan-based awards granted to our NEOs during fiscal 2019.
 
 
 
 
 
 
Estimated Future 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 Awards
($)(5)
Name
 
Grant Date
 
Approval Date(1)
 
Target
($)
 
Maximum
($)
 
Target
(#)
 
Maximum
(#)
 
 
Andrew Wilson
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      Annual Bonus Opportunity
 
 
1,997,917
 
5,000,000
 
 
 
 
      PRSUs
6/18/2018
 
5/17/2018
 
 
 
51,774
 
103,548
 
 
9,590,616
      RSUs
6/18/2018
 
5/17/2018
 
 
 
 
 
51,774(6)
 
7,499,982
Blake Jorgensen
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      Annual Bonus Opportunity
 
 
1,062,500
 
3,187,500
 
 
 
 
      PRSUs
6/18/2018
 
4/11/2018
 
 
 
25,887
 
51,774
 
 
4,795,308
      RSUs
6/18/2018
 
4/11/2018
 
 
 
 
 
25,887(6)
 
3,749,991
Laura Miele
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      Annual Bonus Opportunity
 
 
675,000
 
2,025,000
 
 
 
 
      PRSUs
6/18/2018
 
4/11/2018
 
 
 
18,983
 
37,966
 
 
3,516,411
      RSUs
6/18/2018
 
4/11/2018
 
 
 
 
 
18,983(6)
 
2,749,877
Kenneth Moss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      Annual Bonus Opportunity
 
 
675,000
 
2,025,000
 
 
 
 
      PRSUs
6/18/2018
 
4/11/2018
 
 
 
18,983
 
37,966
 
 
3,516,411
      RSUs
6/18/2018
 
4/11/2018
 
 
 
 
 
18,983(6)
 
2,749,877
Chris Bruzzo
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      Annual Bonus Opportunity
 
 
675,000
 
2,025,000
 
 
 
 
      PRSUs
6/18/2018
 
4/11/2018
 
 
 
17,258
 
34,516
 
 
3,196,872
      RSUs
6/18/2018
 
4/11/2018
 
 
 
 
 
17,258(6)
 
2,499,994
Patrick Söderlund
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      Annual Bonus Opportunity
 
 
1,311,825(7)
 
3,935,474(7)
 
 
 
 
      PRSUs
6/18/2018
 
4/11/2018
 
 
 
34,516(7)
 
69,032(7)
 
 
6,393,744
      RSUs
6/18/2018
 
4/11/2018
 
 
 
 
 
34,516(7)
 
4,999,988
 
 
 
 
 
(1) 
Each grant was approved on the approval date indicated above by our Compensation Committee or the Board of Directors, in the case of our CEO, for grant on the specific grant date indicated above.
(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 other than Mr. Söderlund who departed from the Company effective October 30, 2018, and was ineligible to receive any bonus payout under the EA Bonus Plan or his employment agreement with the Company. 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 the our NEOs’ bonus targets for fiscal 2019 and an explanation of the amount of salary and bonus targets in proportion to total compensation, see the sections titled “Our NEOs’ Fiscal 2019 Compensation” and “Our Elements of Pay” in the “Compensation Discussion and Analysis” above.
(3) 
Represents awards of PRSUs granted to our NEOs under our 2000 EIP. The PRSUs vest over a full three-year period. The number of PRSUs that vest is adjusted based on EA’s Relative NASDAQ-100 TSR Percentile measured over 12-month, 24-month cumulative and 36-month cumulative periods. For additional information regarding the specific terms of the PRSUs granted to our NEOs in fiscal 2019, see the section titled “PRSUs” in the “Compensation Discussion and Analysis” above. Upon vesting, each earned PRSU automatically converts into one share of EA common stock and does not have an exercise price or expiration date. The PRSUs are not entitled to receive dividends, if any, paid by EA on its common stock.
(4) 
Represents awards of RSUs granted to our NEOs under our 2000 EIP. Upon vesting, each RSU automatically converts into one share of EA common stock. RSUs are granted for no consideration and do not expire. The RSUs do not have voting rights and are not entitled to receive dividends, if any, paid by EA on its common stock.
(5) 
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, represents the aggregate grant date fair value of the award using the Monte-Carlo simulation method assuming target payout. For a more detailed discussion of the valuation methodology and assumptions used to calculate fair value, see Note 15 “Stock-Based Compensation and Employee Benefit Plans,” of the Consolidated Financial Statements in our Annual Report.
(6) 
RSUs vested as to one-third of the units on May 18, 2019 and the remainder of the units will vest in approximately equal increments every six months thereafter until the award is fully vested on May 18, 2021.
(7) 
Awards were cancelled without any payment to Mr. Söderlund, effective upon his departure from the Company on October 30, 2018.

34


OUTSTANDING EQUITY AWARDS AT FISCAL 2019 YEAR-END
The following tables show information regarding outstanding stock options, RSUs, PRSUs and PIRSUs held by our NEOs as of the end of fiscal 2019.
All stock options, RSUs, PRSUs and PIRSUs were granted pursuant to our 2000 EIP. The market value of the unvested RSUs, PRSUs and PIRSUs is determined by multiplying the number of unvested RSUs by $101.63, the closing price of the Company’s common stock on March 29, 2019, the last trading day of fiscal 2019. For the PRSUs and PIRSUs, as described in the footnotes to the Outstanding Stock Awards table below, the number of shares and their value assumes the achievement of target performance goals.
 
 
Outstanding Option Awards(1)
 
 
Option Grant Date
 
Number of Securities Underlying Unexercised Options (#)
 
Option Exercise Price
($)
 
Option Expiration Date 
Name
 
 
Exercisable
 
Unexercisable
 
 
Andrew Wilson
10/31/2013
 
670,000
 
 
26.25
 
10/31/2023
 
6/16/2014
 
166,389
 
 
35.70
 
6/16/2024
Blake Jorgensen
6/16/2014
 
24,275
 
 
35.70
 
6/16/2024
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
 
83,402
 
 
37.02
 
9/16/2024
Patrick Söderlund
6/16/2014
 
41,598
 
 
35.70
 
6/16/2024
 
 
 
 
 
(1)
All outstanding options were vested and exercisable as of March 30, 2019.





35


 
 
 
 
Outstanding Stock Awards
 
 
 
 
Time-Based Vesting Awards
 
Performance-Based Vesting 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
 
6/16/2016
 
 
 
31,111(1)
 
3,161,811
 
 
6/16/2017
 
 
 
47,055(1)
 
4,782,200
 
 
6/18/2018
 
 
 
51,774(1)
 
5,261,792
 
 
6/16/2017
 
 
 
135,734(2)
 
13,794,646
 
 
6/16/2016
 
31,111(3)
 
3,161,811
 
 
 
 
6/16/2017
 
45,245(3)
 
4,598,249
 
 
 
 
6/18/2018
 
51,774(4)
 
5,261,792
 
 
 
 
 
 
 
 
 
 
 
 
 
Blake Jorgensen
 
6/16/2016
 
 
 
14,445(1)
 
1,468,045
 
 
6/16/2017
 
 
 
20,391(1)
 
2,072,337
 
 
6/18/2018
 
 
 
25,887(1)
 
2,630,896
 
 
6/16/2017
 
 
 
90,489(2)
 
9,196,397
 
 
6/16/2016
 
14,445(3)
 
1,468,045
 
 
 
 
6/16/2017
 
19,606(3)
 
1,992,558
 
 
 
 
6/18/2018
 
25,887(4)
 
2,630,896
 
 
 
 
 
 
 
 
 
 
 
 
 
Laura Miele
 
6/16/2016
 
 
 
5,556(1)
 
564,656
 
 
6/16/2017
 
 
 
10,980(1)
 
1,115,897
 
 
6/18/2018
 
 
 
18,983(1)
 
1,929,242
 
 
6/16/2016
 
5,556(3)
 
564,656
 
 
 
 
6/16/2017
 
10,557(3)
 
1,072,908
 
 
 
 
6/18/2018
 
18,983(4)
 
1,929,242
 
 
 
 
 
 
 
 
 
 
 
 
 
Kenneth Moss
 
6/16/2016
 
 
 
11,111(1)
 
1,129,211
 
 
6/16/2017
 
 
 
17,254(1)
 
1,753,524
 
 
6/18/2018
 
 
 
18,983(1)
 
1,929,242
 
 
6/16/2017
 
 
 
63,342(2)
 
6,437,447
 
 
6/16/2016
 
11,111(3)
 
1,129,211
 
 
 
 
6/16/2017
 
16,590(3)
 
1,686,042
 
 
 
 
6/18/2018
 
18,983(4)
 
1,929,242
 
 
 
 
 
 
 
 
 
 
 
 
 
Chris Bruzzo
 
6/16/2016
 
 
 
8,889(1)
 
903,389
 
 
6/16/2017
 
 
 
12,548(1)
 
1,275,253
 
 
6/18/2018
 
 
 
17,258(1)
 
1,753,931
 
 
6/16/2016
 
8,889(3)
 
903,389
 
 
 
 
6/16/2017
 
12,065(3)
 
1,226,166
 
 
 
 
6/18/2018
 
17,258(4)
 
1,753,931
 
 
 
 
 
 
 
 
 
 
 
 
 
Patrick Söderlund(5)
 
 
 
 
 


36


 
 
 
 
 
(1) 
Represents PRSUs at target achievement level of 100%, plus, with respect to the June 2017 grant, remaining unearned shares available to be earned and converted into shares one month prior to each of the first three anniversaries of the grant date (each such date, a “Vesting Opportunity”). The number of PRSUs that vest for a given Vesting Opportunity is based on EA’s Relative NASDAQ-100 TSR Percentile. For additional information regarding the specific terms of the PRSUs granted to our NEOs, see the discussion of “PRSUs” in the “Compensation Discussion and Analysis” above.
(2) 
Represents PIRSUs at target achievement level of 100% for the June 2017 PIRSUs granted to certain of our NEOs. The number of PIRSUs that vest is based on the achievement of one or both of the non-GAAP net revenue and FCF goals over the four-year performance period. For additional information regarding the specific terms of the PIRSUs granted to certain of our NEOs, see the discussion of “PIRSUs” in the “Compensation Discussion and Analysis” above. Any earned PIRSUs will vest in full on May 26, 2021.
(3) 
Represents an award of RSUs that vested or will vest as to one-third of the units one month prior to each of the first three anniversaries of the grant date.
(4) 
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 on May 18, 2021.
(5) 
Mr. Söderlund’s PRSUs, PIRSUs and RSUs were cancelled without any payment to him, effective upon his departure from the Company on October 30, 2018.



37


FISCAL 2019 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 vested and the value realized upon vesting by our NEOs during fiscal 2019.
 
 
 
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
 
80,000
 
7,940,600
 
206,176
 
26,825,559
Blake Jorgensen
 
 
 
97,436
 
12,677,398
Laura Miele
 
 
 
29,194
 
3,798,431
Kenneth Moss
 
 
 
68,442
 
8,904,989
Chris Bruzzo
 
 
 
58,588
 
7,622,885
Patrick Söderlund
 
 
 
132,856
 
17,385,536
 
 
 
 
 
(1) 
The value realized upon the exercise of stock options is calculated by: (a) subtracting the option exercise price from the market value 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 underlying the options exercised.
(2) 
Represents shares of EA common stock released upon vesting of RSUs and PRSUs during fiscal 2019.
(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 vest date.



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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Termination of Employment
Our incumbent NEOs have not entered into employment agreements with the Company. In connection with a termination of employment, our incumbent NEOs will have a right under applicable law to any accrued paid time off as of the date of termination, and all outstanding equity awards will be forfeited upon termination unless the applicable NEO’s employment is terminated for reasons due to death, disability or change in control.
Electronic Arts Change in Control Plan
Our incumbent NEOs participate in the Electronic Arts Inc. Change in Control Plan (the “CiC Plan”). The CiC Plan is filed as Exhibit 10.4 on the Company’s Form 8-K dated May 18, 2018. The CiC Plan is a “double-trigger” plan, which provides those serving as Senior Vice Presidents and above with payments and benefits if their employment is terminated without “cause” or if they resign 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 was made in connection with the change in control). The CiC Plan payments and benefits include a cash severance payment, continued health benefits or equivalent payments for up to 18 months (24 months for our CEO) and full vesting of all outstanding and unvested equity awards (other than performance-based awards, the vesting of which is described below).
The CiC 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 CiC Plan and other arrangements offered by the Company or its affiliates cause an executive officer to owe an excise tax under Section 280G of the Code (“Section 280G”). However, the CiC Plan provides that, if an executive officer would receive a greater net after-tax benefit by having his or her CiC Plan payments reduced to an amount that would avoid the imposition of the Section 280G excise tax, his or her payment will be reduced accordingly.
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 waiver of claims against the Company and will be bound by the terms of a non-solicitation agreement prohibiting the executive for a one-year period following his or her termination of employment from soliciting employees to leave the Company.
PRSUs
Pursuant to the terms of the PRSUs, if the NEO remains employed by the Company, or the Company’s successor entity, PRSUs may vest on their scheduled vest date following a 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 shares that could vest at each remaining Vesting Opportunity in the applicable Vesting Measurement Period. If the NEO is terminated without “cause” or resigns for “good reason” prior to the eighteen-month anniversary of the change in control or within three months preceding the change in control, and the Compensation Committee determines the termination was made in connection with the change in control, the PRSUs will accelerate upon the date on which the NEO is terminated or resigns, subject to the timely execution of a severance agreement and release. The Company’s Relative NASDAQ-100 TSR Percentile as of the effective date of the change in control will be applied to the aggregate number of unvested PRSUs to determine the number of shares that could vest. The reduction of the recipient’s awards in respect of Section 280G is applied in the same manner with respect to the PRSUs as under the CiC Plan.
PIRSUs
In the event of a change in control, the Compensation Committee will proportionally adjust the FCF and non-GAAP net revenue targets based on the length of the performance period between April 2, 2017 and the most recently completed fiscal quarter to determine the number of PIRSUs that can be earned on a pro rata basis. The Compensation Committee shall determine and certify in writing, as of the effective date of the change in control, the extent to which the adjusted FCF and non-GAAP net revenue performance measures have been achieved. In the unlikely scenario where the achievement of the performance targets cannot be ascertained as of the effective date of the change in control, the NEO will be eligible to vest in the amount of the adjusted target PIRSUs. If the NEO remains employed by the Company, or the Company’s successor entity, the PIRSUs will vest on their scheduled vest date. If the NEO is terminated without “cause” or resigns for “good reason” prior to the 18th month anniversary of the change in control or the three months preceding the change in control (and the Compensation Committee determines the termination was made in connection with the change in control), the PIRSUs will accelerate and vest upon the date on which the NEO is terminated or resigns, subject to the timely execution of a severance agreement and release.

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The following table sets forth potential payments under the CiC Plan and the terms of the PRSUs and PIRSUs, as described above, to our incumbent NEOs (upon termination of employment without “cause” or for “good reason”) in connection with a change in control of the Company. For purposes of the table below, we have assumed a termination date of March 30, 2019, the last day of fiscal 2019. The closing price of our common stock on March 29, 2019 (the last trading day of fiscal 2019) was $101.63.
Name
 
 
Cash Severance Award
($)(1)
 
RSUs
($)(2)
 
PRSUs
($)(3)
 
PIRSUs
($)(4)
 
Other
($)(5)
 
Total
($)
Andrew Wilson
 
7,200,000
 
13,021,852
 
4,029,528
 
6,897,323
 
156,056
 
31,304,759
Blake Jorgensen
 
2,868,750
 
6,091,499
 
1,822,531
 
4,598,148
 
108,356
 
15,489,283
Laura Miele
 
2,025,000
 
3,566,806
 
805,113
 
 
106,435
 
6,503,354
Kenneth Moss
 
2,025,000
 
4,744,495
 
1,453,919
 
3,218,724
 
106,435
 
11,548,572
Chris Bruzzo
 
2,025,000
 
3,883,486
 
1,121,487
 
 
98,546
 
7,128,518
 
 
 
 
(1) 
Represents the sum of each NEO’s annual base salary as of March 30, 2019 and target cash bonus for fiscal 2019, respectively, multiplied by 2 with respect to Mr. Wilson and by 1.5 with respect to Messrs. Jorgensen, Moss and Bruzzo, and Ms. Miele.
(2) 
Represents the value of unvested RSUs that would accelerate and vest on a qualifying termination of employment in connection with a change in control occurring on March 30, 2019 as calculated by multiplying the number of RSUs that would accelerate by the closing price of our common stock on March 29, 2019.
(3) 
Represents the value of unvested PRSUs that would accelerate and vest on a qualifying termination of employment in connection with a change in control occurring on March 30, 2019. For purposes of the table, we have used EA’s Relative NASDAQ-100 TSR Percentiles as of March 30, 2019, which was in the 49th percentile with respect to PRSUs granted in June 2016, the 27th percentile with respect to PRSUs granted in June 2017 and the 9th percentile with respect to PRSUs granted in June 2018. Based on these percentiles, the PRSUs granted in June 2016 would accelerate and vest as to 78% of the target number of shares for the remaining vest date in the performance period, the PRSUs granted to in June 2017, would each accelerate and vest as to 34% of the target number of shares for the remaining vest dates in their respective performance periods, and none of the PRSUs granted in June 2018 would accelerate and vest.
(4) 
Represents the estimated value of unvested PIRSUs that would accelerate and vest at target on a qualifying termination of employment in connection with a change in control occurring on March 30, 2019. For purposes of the table, we have used the estimated target number of PIRSUs that would accelerate and vest based on the completion of 50% of the four-year performance period. If we estimated the value of the unvested PIRSUs at maximum based on the completion of 50% of the four-year performance-period, the value of the PIRSUs would be $13,794,646 for Mr. Wilson; $9,196,397 for Mr. Jorgensen; and $6,437,447 for Mr. Moss.
(5) 
Includes 24 months of post-termination health benefits for Mr. Wilson and accrued paid time off or vacation benefits and 18 months of post-termination health benefits for Messrs. Jorgensen, Bruzzo and Moss, and Ms. Miele, and accrued paid time off or vacation benefits.


40


FISCAL 2019 PAY RATIO
For fiscal 2019:
the median of the annual total compensation of all our employees (other than Mr. Wilson) was $91,661; and
the annual total compensation of Mr. Wilson, was $18,320,071 as reported in the Fiscal 2019 Summary Compensation Table.  
Based on this information, for fiscal 2019 the ratio of Mr. Wilson’s annual total compensation to the median of the annual total compensation of all employees was 200:1.
This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act.
Since there have been no significant changes to our employee population or employee compensation programs during fiscal 2019 that would affect our pay ratio disclosure, we used the same median employee who was identified as of January 1, 2018, as permitted by SEC rules.
To identify our median employee, we used a consistently applied compensation measure that aggregated the following elements of compensation obtained from our internal payroll systems:
base salary as of December 31, 2017 (annualized for employees on leave of absence or not employed for the full year);
discretionary bonuses (performance or other bonuses) paid to employees in calendar year 2017; and
the grant date fair market value of equity awards granted to employees in calendar year 2017.
We did not exclude any employees or, other than annualizing base salary for permanent employees, make any compensation adjustments whether for cost of living or otherwise in the identification process. In determining that it was still appropriate to utilize our fiscal 2018 median employee for the 2019 fiscal year, we considered that there were no material changes to that employee’s job description or compensation during fiscal 2019.
Our median employee was identified to be a software engineer employed in Canada (the “Median Employee”).  
The Median Employee’s fiscal 2019 compensation was calculated in Canadian dollars and determined using the same methodology as used to determine Mr. Wilson’s annual total compensation set forth in the Fiscal 2019 Summary Compensation Table. The Median Employee’s annual total compensation was then converted to U.S. dollars based on the exchange rate of the Canadian dollar to the U.S. dollar as of March 31, 2019 of 0.744990.  

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EQUITY COMPENSATION PLAN INFORMATION
We have two equity incentive plans that have been approved by our stockholders. Our common stock is or has been authorized for issuance to employees and directors under the 2000 EIP and to employees only under the Company’s 2000 Employee Stock Purchase Plan, as amended (the “ESPP”).
The following table and related footnotes give aggregate information regarding grants under the 2000 EIP and the ESPP as of the end of fiscal 2019.
Plan Category