DEF 14A 1 ea4007721-def14a.htm DEFINITIVE PROXY STATEMENT

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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. )

Filed by the Registrant Filed by a party other than the Registrant      

CHECK THE APPROPRIATE BOX:
  Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
  Definitive Additional Materials
Soliciting Material under §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)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
  No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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Letter from our CEO and Board Chair

    

Letter from our Lead Director

We hope that you and your families are staying healthy and well. Looking back over the past year, I am incredibly proud of the amazing work our talented teams delivered, executing our strategy and fulfilling our mission to inspire the world to play. We believe that we are well-positioned for continued growth and impact in the years ahead.

FISCAL 2022 HIGHLIGHTS
Fiscal 2022 was a record year for Electronic Arts in every major measure – net revenue, net bookings, total players and engagement within our games and services. Our network of total players grew to more than half a billion unique active accounts. FIFA 22 was the biggest and most successful game in franchise history, life-to-date. Apex Legends exceeded $2 billion in net bookings life-to-date, becoming one of the most successful live services in the industry. Thank you to our teams for continuing to execute during challenging times to deliver these exceptional results.

EVOLVING OUR MANAGEMENT TEAM
As our industry grows, we continue to innovate, evolve, and drive transformation for our players. During fiscal 2022, we elevated Laura Miele to Chief Operating Officer where she leads Company-wide operations; Chris Bruzzo became Chief Experience Officer leading a team building deeper social experiences in and around our games; and we welcomed Chris Suh as Chief Financial Officer as we accelerate and transform our business for a socially-connected, cloud-enabled future. After nearly a decade of impactful contributions, our former COO and CFO Blake Jorgensen decided to transition from Electronic Arts. Blake has been an incredible partner, advisor, and colleague.

OUR NEXT STEPS
As we look ahead, this is an exciting time for Electronic Arts. In fiscal 2023, we are excited to grow by expanding our mobile business and building on opportunities with our EA SPORTS portfolio, particularly within our global football franchise which will move under a new EA SPORTS FC brand in 2023. And longer term, the opportunity is extraordinary. We believe that the future of entertainment is interactive and that the consumption of entertainment and sports is deeply social, with players across our network using games to stay connected to friends and to express themselves. While we continue to anchor our business on delivering amazing content and services to more players whenever and wherever they want to play, we also will build from that core and invest in new areas which we believe will translate into sustained growth.

We’re proud of our performance in service of our stockholders, employees, players, and communities. We thank you for your investment in Electronic Arts.

Sincerely,

We hope that you and your families remain well during this challenging time. We are incredibly proud of the accomplishments of our team over the past year and their ongoing commitment to our mission. We believe that Electronic Arts and its management team are well-positioned to enhance long-term value for EA’s stockholders and other stakeholders.

STRONG AND REFRESHED BOARD
Last year, we were excited to welcome Kofi Bruce and Rachel Gonzalez to our Board as independent directors. Kofi brings financial and risk management expertise as well as experience with operational strategies associated with consumer-facing businesses. And Rachel brings valuable perspectives to the Board through her deep knowledge of corporate governance and evolving stakeholder expectations. We look forward to their continued contributions. After over two decades on our Board, Len Coleman has chosen to step down. Thank you, Len, for your incredible guidance and service during your time on the Board.

ENGAGEMENT WITH YOU
We have continued to engage with many of you and have gained valuable insights from those conversations, particularly around our executive compensation programs, governance and ESG efforts. We’ve heard positive feedback from many of you about how we have evolved our executive compensation programs to attract and retain critical leaders, incentivize them to deliver on our strategy, and create long-term value. We also continue to evolve our corporate governance practices and ESG disclosures, including enhancing stockholder rights.

FOCUS ON IMPACT
The Board is focused on Electronic Arts’ efforts to create value for stockholders while creating positive impact in our workplaces and the world around us. We’ve continued to lead our industry in programs, practices and transparency with respect to diversity, equity and inclusion, including aligning our representation disclosures with the SASB framework and publishing our EEO-1 workforce diversity report. We supported accessibility in our games and services by announcing a patent pledge aimed at allowing royalty-free use and access to our innovative accessibility-centered technology patents for the broader game development community. And the Board continues to be actively engaged in overseeing important matters impacting EA’s workforce and culture.

We look forward to continuing dialogue with our stockholders, and appreciate all of the feedback and engagement to date.

Sincerely,


Andrew Wilson
Chief Executive Officer and Board Chair

Luis A. Ubiñas
Lead Independent Director

2022 PROXY STATEMENT          1

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Notice of Annual Meeting of Stockholders

Date and Time

August 11, 2022 (Thursday)
2:00 pm (Pacific)

    

Location

Virtually at www.virtualshareholder meeting.com/EA2022

    

Who Can Vote

Stockholders as of June 17, 2022 are entitled to vote.

Voting Items
PROPOSALS

 
 
     

To elect the eight nominees listed in the Proxy Statement to the Board of Directors to hold office for a one-year term.

         

To conduct an advisory vote to approve named executive officer compensation.

         

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023.

         

To approve our amended 2019 Equity Incentive Plan.

         

To approve an amendment to our Certificate of Incorporation to reduce the threshold for stockholders to call special meetings from 25% to 15%.

         

To consider and vote upon a stockholder proposal, if properly presented at the Annual Meeting.

 

“FOR” each director nominee

“FOR”

“FOR” “FOR” “FOR” “AGAINST”

Page 70

Page 71

Page 72

Page 73

Page 81

Page 83

Stockholders will also act on any other matters that may properly come before the meeting. Any action on the items of business described above may be considered at the 2022 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.

This year, we will hold the Annual Meeting virtually. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person. We have adopted a virtual format for the Annual Meeting this year in light of continuing public health and safety considerations posed by the COVID-19 pandemic. For more information on how to attend the Annual Meeting, please see page 86 of this Proxy Statement.

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. In the event of a technical malfunction or situation that makes it advisable to adjourn the Annual Meeting, the chair will convene the meeting at 2:30 p.m. Pacific Time on August 11, 2022 at the Company’s principal business address solely for the purpose of adjourning the meeting to reconvene at a date, time and location announced by the meeting chair. If this happens, more information will be provided at https://ir.ea.com.

By Order of the Board of Directors,


JACOB J. SCHATZ
Chief Legal Officer and Corporate Secretary

How to Vote

Online Before the Meeting

Visit www.proxyvote.com and follow the instructions provided in the Notice.

Telephone

Follow the instructions provided on your proxy card or voting instruction card.

Mail

Submit your proxy by mail by signing your proxy card, and mail it in the enclosed, postage-paid-envelope.

Online at the Meeting

Attend the Annual Meeting virtually at www.virtualshareholdermeeting.com/ EA2022 and follow the instructions on the website.


Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to Be Held on August 11, 2022.

Please note that this Proxy Statement, as well as our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended March 31, 2022, is available at http://ir.ea.com.


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Letter from our CEO and Board Chair             1   

In this Proxy Statement, we 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, our corporate responsibility initiatives (including environmental, social and impact matters), uncertain events and assumptions and other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are aspirational, are not guarantees of future performance and reflect management’s current expectations. Statements regarding our corporate responsibility initiatives may also be based on standards for measuring progress that are still developing, internal controls that are evolving, and on assumptions that are subject to change in the future; in the context of this disclosure, they may also not be considered material for purposes of reporting with the Securities and Exchange Commission. 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.

Letter from our Lead Director 1
Notice of Annual Meeting of Stockholders 2
Inspiring the World to Play in FY 2022 4
Proxy Highlights 7
Board of Directors and Corporate Governance 12
Board Nominees and Structure 12
Board’s Role and Responsibilities 21
Board Policies 24
Director Compensation 25
Letter from our Compensation Committee 28
Compensation Discussion & Analysis 29
Executive Summary 29
Fiscal Year 2022 Executive Leadership Changes 31
Stockholder Engagement 31
Compensation Principles 35
The Process for Determining Our NEOs’ Compensation 36
Fiscal Year 2022 Compensation for Our New CFO 37
Our NEOs’ Fiscal Year 2022 Compensation 39
Other Compensation Practices and Policies 54
Compensation Committee Report on Executive Compensation 55
Executive Compensation Tables 56
Audit Matters 65
Selection and Engagement of Independent Registered Public Accounting Firm 65
Fees of Independent Auditors 66
Pre-approval Procedures 66
Report of the Audit Committee of the Board of Directors 67
Stock Ownership Information 68
Security Ownership of Certain Beneficial Owners and Management 68
Stock Ownership Requirements 69
Delinquent Section 16(a) Reports 69
Insider Trading, Anti-Hedging and Anti-Pledging Policies 69
Proposals to be Voted on 70
   Proposal 1: Election of Directors  70
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation  71
Proposal 3: Ratification of the Appointment of KPMG LLP, Independent Public Registered Accounting Firm  72
Proposal 4: Approval of Our Amended 2019 Equity Incentive Plan  73
Proposal 5: Amend our Certificate of Incorporation to Reduce the Threshold for Stockholders to Call Special Meetings from 25% to 15%  81
Proposal 6: Stockholder Proposal on Termination Pay  83
Other Information 86
Appendix A: Supplemental Information for CD&A 91
Appendix B: Amended 2019 Equity Incentive Plan 94

2022 PROXY STATEMENT          3


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Inspiring the World to Play in FY 2022

Fiscal year 2022 was a record year for Electronic Arts, with our highest-ever net revenue and net bookings driven by strong engagement across our broad portfolio of titles that span console, PC and mobile. Live services and other net revenue grew 24% to almost $5 billion, driven by strength across our portfolio, most notably Apex Legends and FIFA. Our mobile business continues to grow and generated over $1 billion in net revenue during fiscal year 2022. We expect new launches and acquired games, live services, expertise and technologies leveraged across our portfolio to drive further growth in mobile net revenue during fiscal year 2023. In addition, we continued to return capital to stockholders, repurchasing 9.5 million shares during fiscal year 2022 and continuing to pay a quarterly dividend. This Proxy Statement was first distributed and made available via the Internet to stockholders on or about June 24, 2022 along with the Electronic Arts Inc. Notice of 2022 Annual Meeting of Stockholders, Annual Report and form of proxy.

Fiscal Year 2022 GAAP Financial Results & Operating Highlights

$6.991B
net revenue

$2.76
diluted earnings per share

$7.515B
net bookings

Live services and other net revenue
$4.998B
representing 71% of total net revenue

$1.899B
operating cash flow
        
Repurchased
9.5M
shares during fiscal year 2022 for $1.3 billion

Quarterly cash dividend of
$0.17
per share

It Takes Two
won over 90 awards during fiscal year 2022

FIFA 22
was the biggest and most successful game in franchise history, launch to fiscal year end
        
Apex Legends
Season 12 set records for the highest
engagement since launch

Launched
9 New Games
while our teams continued to work primarily from home

The EA player network has more than
580M
unique active accounts

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INSPIRING THE WORLD TO PLAY IN FY 2022

ESG Focus and Highlights

EA is committed to making a positive impact in our world, and we continue to make progress on our initiatives supporting our players, our communities, our planet, and our company. Our Board and Board Committees review the Company’s commitments and progress. See page 23 for more information about Board and Committee oversight of ESG.

We hold ourselves accountable to our commitments by transparently sharing the results of these efforts. In November 2021, we published our second annual Impact Report, detailing our commitments and progress in social, environmental, and governance areas that are of interest to our stakeholders. Our Impact Report was created with reference to the Sustainability Accounting Solutions Board (SASB) Materiality Map.


Our key focus areas include:

Building Diverse and
Healthy Teams
      Investing in Privacy
and Security

We strive to create a workplace that is diverse, equitable, and inclusive, where people have the opportunity to fulfill their potential.

Privacy and security are critical to our business and our relationships with our players and employees. We are committed to thoughtful stewardship of their information.
Positive Play Protecting the
Environment
We believe in the power of positive play. That gaming communities should be positive, fun, fair, and safe for all. We are committed to doing our part to combat climate change and are taking action to set a baseline for our emissions and implement the recommendations of the Task Force on Climate-Related Financial Disclosures.
Corporate Governance Social Impact
We are a values-driven company, and our corporate governance practices reflect our commitment to following applicable laws and Nasdaq governance standards. Our focus areas in the communities where we live, work and play include social justice and racial equity as well as investing in the future of the next generation of playmakers.

2022 PROXY STATEMENT           5


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INSPIRING THE WORLD TO PLAY IN FY 2022

Key Highlights

Increased transparency regarding our workforce representation data by voluntarily disclosing EEO-1 diversity data.

Made additional commitments, including to publish quantitative representation goals before the end of fiscal 2023; disclose voluntary attrition data by gender and race/ethnicity in our 2022 Impact Report; and disclose hiring and promotion data when significant to understand progress towards our representation goals.

     

Continued our Commitment to Pay Equity by maintaining base pay equity on the basis of gender globally and on the basis of race/ethnicity in the United States, inclusive of the workforces of recently acquired companies.

Expanded our pay equity analysis to include annual bonus and equity compensation, identifying areas of focus, while working to correct them and eliminate bias across our elements of pay.

         
Support Accessibility in our Games and Services by announcing a patent pledge aimed at allowing royalty-free use and access to our innovative accessibility-centered technology patents for the broader game development community.

Furthered our Commitment to Positive Play by using our Inclusive Design Framework to help development teams build products and services that embed inclusivity throughout the development lifecycle.

         

Supported a Safe and Healthy Culture by operationalizing and scaling our People Relations Team dedicated to investigating reports of misconduct, including those related to discrimination, harassment, and bullying, as well as recommending enforcement actions.

Scaled our Environmental Sustainability Efforts by committing to use fiscal year 2023 as our baseline year to measure Scope 1 and 2 GHG emissions and building tools and systems to capture significant sources of Scope 3 emissions.


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Proxy Highlights

This summary highlights information contained in this Proxy Statement, and it is qualified in its entirety by the remainder of this Proxy Statement. You are encouraged to read the entire Proxy Statement carefully before voting. In this Proxy Statement, the terms “Electronic Arts”, “EA,” “we,” “our” and “the Company” refer to Electronic Arts Inc.

2022 Board Nominees

The following table provides summary information about our director nominees, each of whom is a current director of the Company. Current director Leonard Coleman will not be standing for re-election. As a result, effective with the election of directors at the Annual Meeting, the size of the Board of Directors will be reduced from nine members to eight members while the Board of Directors engages in succession planning.

NAME       PRINCIPAL OCCUPATION       DIRECTOR
SINCE
      INDEPENDENT       COMMITTEE
MEMBERSHIPS
Mr. Kofi A. Bruce Chief Financial Officer, General Mills, Inc. 2021 A
Ms. Rachel A.
Gonzalez
Former General Counsel & Corporate Secretary,
Starbucks Corporation & Sabre Corporation
2021 NG
Mr. Jeffrey T.
Huber
Founder & Managing Partner, Triatomic Capital;
Former Vice Chairman, GRAIL, Inc.
2009 A
Ms. Talbott Roche President and Chief Executive Officer, Blackhawk
Network Holdings, Inc.
2016 C (Chair)
Mr. Richard A.
Simonson
Managing Partner, Specie Mesa L.L.C.;
Former Chief Financial Officer, Sabre Corporation
2006 A (Chair)
Mr. Luis A. Ubiñas
(Lead Independent Director*)
Former President, Ford Foundation,
Former Senior Partner, McKinsey & Company
2010 NG (Chair)
Ms. Heidi J.
Ueberroth
President, Globicon 2017 C
Mr. Andrew Wilson
(Chair)
Chief Executive Officer, Electronic Arts Inc. 2013
* Elected by independent directors.

NG: Nominating and Governance Committee       C: Compensation Committee       A: Audit Committee

2022 PROXY STATEMENT           7


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Proxy Highlights

Board Diversity and Refreshment

The Board of Directors routinely assesses its composition and believes stockholder value can be driven by a board with the knowledge and understanding of the Company’s business from longer-tenured directors balanced with the fresh perspective and ideas driven by the addition of new members. The Board of Directors believes that complementary and diverse perspectives, through business experience, diversity of gender, ethnicity, culture and other factors, contribute to the Board of Directors’ effectiveness as a whole. The Nominating and Governance Committee and the Board of Directors are committed to actively seeking highly qualified women and individuals from underrepresented communities to include in the pool of potential new directors. When assessing potential new directors, the Nominating and Governance Committee considers the skills, background and experience of each candidate to evaluate the candidate’s ability to contribute diverse perspectives to the Board of Directors. 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 solely based on gender, ethnicity, race, age, or similar factors.

Director Nominee Tenure

Median Tenure – 7 years
Average Tenure – 7 years

Director Nominee Age

Median Age – 54 years old
Average Age – 55 years old

Director Nominee Diversity

3 female: Ms. Gonzalez, Ms. Ueberroth, and Ms. Roche
2 Hispanic/Latino: Ms. Gonzalez and Mr. Ubiñas
1 African American: Mr. Bruce

Board Diversity Matrix (As of June 24, 2022)

Total Number of Directors 9
       FEMALE       MALE        NON-BINARY       DID NOT DISCLOSE GENDER
Part I: Gender Identity
Directors 3 6 - -
Part II: Demographic Background
African American or Black* - 2 - -
Alaskan Native or Native American - - - -
Asian - - - -
Hispanic or Latinx 1 1 - -
Native Hawaiian or Pacific Islander - - - -
White 2 3 - -
Two or More Races or Ethnicities - - - -
LGBTQ+ - - - -
Did Not Disclose Demographic Background - - - -

*Mr. Coleman is retiring at the 2022 Annual Meeting

       

Key Skills in Support of EA’s Strategy

Board Changes Since 2016

Added 4 highly skilled independent directors to our Board

          Financial
Expertise
Corporate
Governance
Digital
Commerce
Sports, Media
& Entertainment
Risk
Management
Public Company
C-Suite Leadership

 

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Proxy Highlights

Corporate Governance Highlights and Report

    Board Independence          
Independent director nominees 7 of 8
Independent Lead Director Luis A. Ubiñas
100% Independent Board committees Yes
Conflict of Interest Policy Yes
   
    Director Elections          
Frequency of Board elections All directors
elected annually
Voting standard for uncontested elections Majority of
votes cast
Stockholder proxy access Yes
   


    Board Operations          
Number of incumbent directors that attended at least 75% of all applicable meetings last year 9 of 9
Board evaluations Annual
Committee evaluations Annual
Director stock ownership requirement Yes, 5x annual
retainer
Code of Conduct applies to all Board members Yes
   
    Stockholder Rights          
Voting rights for all shares One share,
one vote
Voting rights restrictions (e.g., non-voting
shares, golden shares)
None
Poison pill No
Supermajority voting provisions None
Right to call special meetings Yes, 15%
threshold, if
approved
Stockholder Action by Written Consent Yes, 25%
threshold
In-person annual stockholders’ meeting with
live broadcast
Yes, absent
unusual
circumstances
Stockholder access to directors and officers
during annual stockholders’ meeting
Yes
Robust stockholder engagement practices Yes
 


2022 PROXY STATEMENT           9


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Proxy Highlights

Board Engagement with Stockholders

In fiscal year 2022, we continued our robust stockholder engagement efforts, and the Board of Directors continued its strong track record of stockholder responsiveness. Leading up to and following the 2021 annual meeting, we reached out to our top stockholders and the proxy advisors to discuss various topics, including our executive compensation program, governance and ESG issues. After considering stockholder feedback, market practice, the voting results at our 2021 annual meeting and other considerations, the Compensation Committee, Nominating and Governance Committee and the Board of Directors, respectively, enacted additional enhancements to our compensation programs, governance and ESG efforts.

Stockholder Engagement

After 2021 Annual Meeting
Offered Meetings Engaged in Discussions Director-Led Discussions
~54% ~35% ~32%
of our outstanding common stock of our outstanding common stock of our outstanding common stock
     

An integrated
outreach team
Compensation
Committee Members
(select meetings)
+ Chief People
Officer
+ VP, Investor
Relations
+ VP, Total
Rewards
+ VP, Legal
Affairs
                   
What we
discussed

Executive
Compensation

Say-on-Pay voting results 
Feedback on our program
Additional program enhancements under consideration

Governance

Board and Committee refreshment
Stockholder rights

Environmental and Social Matters

Our culture
Diversity, equity and inclusion initiatives
Environmental sustainability initiatives
Positive Play initiatives
       

How we
responded

Executive Compensation. See pages 31-34.

Following our 2021 annual meeting and robust stockholder outreach, we made additional enhancements to our executive compensation program based on feedback received:

Quantum of Pay: We reiterated our commitment to not grant any special equity awards to named executive officers through at least the end of fiscal year 2026 and confirmed that this commitment applies to enhanced annual equity awards. Further, the target value of Mr. Wilson’s fiscal year 2022 equity award was 40% lower than the target value of his fiscal year 2021 equity award, and there was no increase to the target value of his fiscal year 2023 equity award from his fiscal year 2022 target value.
Fiscal Year 2023 Peer Group: With stockholder feedback regarding the quantum of pay in mind, we reviewed our peer group with a more critical lens to make sure it is appropriately scaled. We removed companies we deemed to no longer be a good fit due to their outsized market capitalization (e.g., Adobe Inc., NVIDIA Corporation and Salesforce, Inc.) or business fit (Hasbro, Inc.) and added companies in the consumer-oriented technology, software, and media/entertainment industries that we deemed to be a better fit based on the quantitative and qualitative factors we consider when selecting our peer group.
Annual Performance Cash Bonus Program: For fiscal year 2022, we added an assessment for each strategic and operating objective of the Company business performance component of our bonus pool funding formula to show attainment relative to target. Beginning with fiscal year 2023, we enhanced the rigor of our Company bonus pool funding formula by (1) increasing the financial performance weighting to 70% for our CEO and 60% for our Chief Financial Officer (CFO) and Chief Operating Officer (COO), and (2) implementing an enterprise-level scorecard for the strategic and operational performance objectives that drive funding of the business performance component of the Company bonus pool funding formula. The scorecard will measure our performance against goals across six key strategic objectives, each with an assigned weighting, established for the fiscal year.
Fiscal Year 2023 ESG Goals: Because human capital management (HCM) is a focus for our executives, we included ESG goals relating to HCM in our fiscal year 2023 enterprise-level scorecard described above.
Long-Term Equity Incentives – PRSU Program: We increased the portion of performance-based equity for our top executives—beginning in fiscal year 2023, the annual equity award for our CFO and COO will consist of 60% performance-based restricted stock units, consistent with the award mix put in place for our CEO effective for fiscal year 2022.

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PROXY HIGHLIGHTS

These enhancements are in addition to the substantial changes that we made in fiscal year 2022 based on previous stockholder feedback, including, among others:

We redesigned our fiscal year 2022 long-term performance-based equity incentive program to incorporate financial and operating metrics in addition to relative TSR and require three-year cliff vesting.
We increased the rigor of the TSR payout scale in the PRSU program, continuing to require above median performance for target payout and no vesting for performance below the 25th percentile.
We lowered our annual performance bonus cap, increased stock ownership guidelines, and expanded our clawback policy.

For more on our engagement program and changes to our compensation programs, please see the discussion beginning on page 31 under the heading “Stockholder Engagement” below.

Governance

Added two highly qualified, skilled, and diverse members to our Board of Directors.
Continued to bring fresh perspectives to support an enhanced approach to executive compensation, appointing Ms. Talbott Roche as Chair of the Compensation Committee in November 2021.
Proposed to lower the threshold for stockholders to call a special meeting to 15%.
Reduced the number of permitted outside boards for our directors. Directors cannot serve on more than four boards of public companies (including EA’s Board of Directors). Directors that are Section 16 officers of a public company cannot serve on more than two boards of public companies (including EA’s Board of Directors).
Enhanced formal responsibilities of Lead Independent Director role – more detail can be found on page 18.

Environmental and Social Matters

Continued to publish gender and racial/ethnicity representation data with reference to SASB and increased transparency with the voluntary publication of our EEO-1 representation data in December 2021.
Made additional DEI disclosure commitments including to publish quantitative representation goals before the end of fiscal year 2023; disclose voluntary attrition data by gender and race/ethnicity in our 2022 Impact Report; and disclose hiring and promotion data when significant to understand progress towards our representation goals.
Maintained base pay equity on the basis of gender globally and on the basis of race/ethnicity in the United States, inclusive of the workforces of recently acquired companies; expanded our analysis to include annual bonus and equity compensation, identifying areas of focus, while working to correct them and eliminate bias across our elements of pay.
Committed to conduct a TCFD risks and opportunities analysis with public reporting expected before the end of fiscal 2023.
Committed to use fiscal year 2023 as baseline year for Scope 1 and Scope 2 emissions reporting; and to develop tools to measure and quantify material Scope 3 emissions.

2022 PROXY STATEMENT        11


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Board of Directors and Corporate Governance

Board Nominees and Structure

Each of the following director nominees has been nominated for election or re-election at the Annual Meeting. As set forth below, we believe each of these director nominees 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. 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.

Kofi A. Bruce 51  Independent 
Chief Financial Officer, General Mills, Inc.

Director since: 2021

Board Committees:

Other Public Company
Directorships:

Directorships in
Past 5 Years:

Diversity:

Audit Committee

None

None

Identifies as
African American


Background and Affiliations: Education:
Chief Financial Officer, General Mills, Inc., a global manufacturer and marketer of branded consumer foods, 2020-present
Vice President, Finance (2014-2020) and Corporate Controller (2017-2019), General Mills, Inc.
B.A. in International Relations, Stanford University
M.B.A., University of Michigan School of Business (Ross)

Director Qualifications:

Mr. Bruce brings to the Board of Directors extensive financial expertise and risk management experience as a current public company Chief Financial Officer. Prior to his appointment as Chief Financial Officer, Mr. Bruce had a 20-year career in finance leadership roles, including Treasury, Accounting and Controllership functions at public companies. In present and prior roles, he gained significant experience overseeing financial statement preparation, as well as the relationship with internal and external audit functions. In addition, Mr. Bruce brings to the Board of Directors his experience with operational strategies and risk management associated with consumer-facing businesses.


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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Rachel A. Gonzalez 52  Independent 
Former General Counsel & Corporate Secretary,
Starbucks Corporation & Sabre Corporation

Director since: 2021

Board Committees:

Other Public Company
Directorships:

Directorships in
Past 5 Years:

Diversity:

Nominating and Governance

None

Dana Incorporated

Identifies as Female
Identifies as Hispanic/
Latino


Background and Affiliations: Education:
EVP, General Counsel and Corporate Secretary of Starbucks Corporation, a global coffeehouse chain, April 2018-April 2022
EVP, Chief Administrative Officer and Corporate Secretary of Sabre Corporation, a global travel technology company, May 2017-April 2018
Executive Vice President and General Counsel of Sabre Corporation, September 2014-May 2017
B.S. degree in Comparative Literature, University of California, Berkeley
Law degree, Boalt Hall School of Law at the University of California, Berkeley

Key Qualifications:

Ms. Gonzalez’s significant operational, regulatory and management experience as General Counsel and Corporate Secretary at Starbucks and Sabre, as well as during her time as a partner in the corporate group of Morgan, Lewis & Bockius, provides in-depth experience and perspective with respect to public company corporate governance, risk management, and ESG matters, as well as responding to evolving stockholder and other stakeholder expectations. In addition, Ms. Gonzalez’s experience at companies with strong digital marketing and international operations provide valuable insight to the Board of Directors and management as they execute the Company’s growth strategies.


Jeffrey T. Huber 53  Independent 
Founder & Managing Partner, Triatomic Capital

Director since: 2009

Board Committees:

Other Public Company
Directorships:

Directorships in
Past 5 Years:

Audit

Upstart, Inc.

None

 

Background and Affiliations: Education:
Founder and Managing Partner of Triatomic Capital, an investment and advisory firm, January 2022–present.
Founding CEO and Vice Chairman of GRAIL, Inc., a life sciences company, 2016-2021
Former Senior Vice President, Alphabet Inc., 2003-2016
Former Vice President of Architecture and Systems Development, eBay
B.S. degree in Computer Engineering, University of Illinois
Master’s degree, Harvard University

Key Qualifications:

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.


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Talbott Roche 54  Independent 
President and Chief Executive Officer, Blackhawk Network Holdings, Inc.

Director since: 2016

Board Committees:

Other Public Company
Directorships:

Directorships in
Past 5 Years:

Diversity:

Compensation (Chair)

None

Blackhawk Network Holdings, Inc. (formerly publicly-traded)

Identifies as Female


Background and Affiliations: Education:
President (2010-present) and Chief Executive Officer (2016-present), Blackhawk Network Holdings, Inc., a leading prepaid payment network
Former Branding Consultant and Director, New Business Development, Landor Associates
Director, Blackhawk Network Holdings, Inc. (currently private)
B.A. in Economics, Stanford University

Key Qualifications:

Ms. Roche brings to the Board of Directors extensive operational and management experience as well as significant experience in corporate governance, risk management, compensation program design, and investor engagement 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 62  Independent 
Managing Partner, Specie Mesa L.L.C.; Former Chief Financial Officer,
Sabre Corporation

Director since: 2006

Board Committees:

Other Public Company
Directorships:

Directorships in
Past 5 Years:

Audit (Chair)

Couchbase, Inc.
Evercommerce, Inc.

Silver Spring Networks, Inc.

 

Background and Affiliations: Education:
Managing Partner, Specie Mesa L.L.C., an investment and advisory firm, 2018-present
Former Chief Financial Officer (2013-2018) and Senior Adviser (2018-2019), Sabre Corporation, a global travel technology company
Former Chief Financial Officer, Nokia Corporation
Former Chief Financial Officer, Rearden Commerce
B.S. degree, Colorado School of Mines
M.B.A., Wharton School of Business, University of Pennsylvania

Key Qualifications:

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 global companies, as well as partnering with, and overseeing, relationships with independent public registered accounting firms.


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Luis A. Ubiñas (Lead Director) 58  Independent 
Former President, Ford Foundation, Former Senior Partner, McKinsey & Company

Director since: 2010

Board Committees:

Other Public Company
Directorships:

Other
Trusteeships:

Directorships in
Past 5 Years:

Diversity:

Nominating and Governance (Chair)

AT&T Inc.

Tanger Factory Outlet Centers Inc.

Mercer Funds

CommerceHub, Inc.

Boston Private Financial Holdings, Inc.

FirstMark Horizon Acquisition Corp. (SPAC)

Identifies as
Hispanic/Latino


Background and Affiliations: Education:
Former President, Ford Foundation
Former Senior Partner, McKinsey & Company
Fellow of the American Academy of Arts and Sciences (non-profit)
Member of the Council on Foreign Relations
     
B.A. degree, Harvard College
M.B.A., Harvard Business School

Key Qualifications:
Mr. Ubiñas has extensive experience in business management, operations, governance, compensation program design and board functions from his work as an investor and advisor to companies across sectors. 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 business models. Mr. Ubiñas’ experience from his years of overseeing more than $12 billion in assets and over $500 million in annual giving at the Ford Foundation as its President provides unique insight, strategic direction and oversight of the Company’s ESG efforts, including the Company’s inclusion and diversity practices and programs, as well as, its community engagement efforts.

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Heidi J. Ueberroth 56  Independent 
President, Globicon

Director since: 2017

Board Committees:

Other Public Company
Directorships:

Directorships in
Past 5 Years:

Diversity:

Compensation

Stillwater Growth Corp. (SPAC)

Santander Consumer USA Holdings Inc.

Identifies as Female


Background and Affiliations: Education:
President, Globicon, a private investment and advisory firm focused on the media, sports, entertainment and hospitality industries, 2016–present
Co-Chairman, Pebble Beach Company (private)
Former President, NBA International
Former President, Global Marketing Partnerships and International Business Operations, NBA
     
B.A. degree, Vanderbilt University

Key Qualifications:
Ms. Ueberroth has extensive operational and management experience in the sports, media and entertainment industries, including with respect to developing consumer products and services in international and emerging markets. During her 19 year career with the NBA, she oversaw the league’s international expansion and brings deep knowledge of television and digital media distribution, marketing and branding and strategic decision making of a global company. Her active role as the co-chairman of the Pebble Beach Company and her past and present board service bring experience with respect to compensation program design, investor engagement and ESG initiatives.

Andrew Wilson (Chair) 46
Chief Executive Officer, Electronic Arts Inc.

Director since: 2013

Board Committees:

Other Public Company
Directorships:

Directorships in
Past 5 Years:

None

None

Intel Corporation


Background and Affiliations:
Chief Executive Officer, Electronic Arts Inc., 2013-present
Chair of the Board, World Surf League (private)
Board of Trustees, Paley Center for Media (non-profit)
           

Key Qualifications:
Mr. Wilson has served as the Company’s Board Chair since 2021, Chief Executive Officer since September 2013 and has been employed by EA in several roles since 2000. Mr. Wilson has extensive experience and knowledge of the Company and the industry, and 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 operations and strategic vision.

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Consideration of Director Nominees

In evaluating director nominees to recommend to the Board of Directors, the Nominating and Governance Committee will consider many factors within the context of the characteristics and the needs of the Board of Directors as a whole and EA’s business and strategy at that time, including the traits discussion on Page 8 of this Proxy Statement under the heading “Board Diversity and Refreshment”. During fiscal year 2022, the Board of Directors engaged a third-party search firm to help identify and vet director candidates. 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, 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 performance.

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. A stockholder who wishes to suggest a candidate for the committee’s consideration should send the candidate’s name and qualifications to our Corporate Secretary.

Director Independence

Our Board of Directors has determined that each of our non-employee directors, including Mr. Coleman who is not standing for re-election, 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 requirements 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.

Board Structure and Operations

Board Meetings

In fiscal year 2022, the Board of Directors met nine times. At regularly scheduled meetings, the independent members of the Board of Directors meet in executive session separately without management present.

DIRECTOR ATTENDANCE AT ANNUAL MEETING

Our directors are expected to make every effort to attend the Annual Meeting. All of the nine directors who were elected at the 2021 annual meeting attended the 2021 annual meeting.

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Board of Directors Leadership Structure

The Board of Directors regularly evaluates its leadership structure and discusses Board leadership with stockholders. The Board of Directors believes that Mr. Wilson serving as Chair and Mr. Ubiñas serving as Lead Independent Director is the appropriate leadership structure for the Company. A strong and empowered Lead Independent Director provides an essential mechanism for independent viewpoints and accountability, and we have recently expanded the formal responsibilities of our Lead Independent Director role.


Andrew Wilson
Chief Executive Officer and Board Chair

   

The Board of Directors believes that Mr. Wilson 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. In addition, the Board of Directors believes that Mr. Wilson’s combined role enables decisive leadership, promotes clear accountability, and enhances the Company’s ability to communicate its strategy and message clearly and consistently to stockholders, employees and other stakeholders.

With Mr. Wilson as Chief Executive Officer and Chair, the Board of Directors is focused on practices and programs that promote and facilitate independent viewpoints and strengthen effective independent oversight of management. These considerations include a strong and empowered Lead Independent Director, the current membership of the Board of Directors, which has a balanced mix of shorter tenured and longer tenured directors and representation of diverse perspectives based on background, including business experience, gender, race, ethnicity, professional skills and experiences, and other factors. The Board of Directors also maintains strong standing committees, which are entirely composed of independent directors, and have empowered Committee Chairs.



Luis A. Ubiñas
Lead Independent Director

   

The Board of Directors understands and values the role of independent leadership. Mr. Ubiñas has served as our Lead Independent Director since 2015, and his current two-year term ends with our 2023 annual meeting, subject to Mr. Ubiñas’ re-election to the Board of Directors. Mr. Ubiñas, the Chair of our Nominating and Governance Committee, has extensive experience as a public company director and deep knowledge and understanding of governance practices and board functions from his work with companies across sectors; he also has spoken directly with several of the Company’s largest investors. Mr. Ubiñas plays an important role in providing institutional knowledge and brings the history of having experienced multiple lifecycles of our businesses. Given Mr. Ubiñas’ strong qualifications and corporate governance expertise including his experience as our Lead Independent Director, the Board believes that Mr. Ubiñas’ contributions continue to be of great value to the Board of Directors and to stockholders.

In fiscal year 2022, the Board of Directors reviewed the role of the Lead Independent Director and enhanced those responsibilities to provide best-in-class mechanisms for independent viewpoints and accountability. Mr. Ubiñas’ key roles and responsibilities are contained in our Corporate Governance Guidelines which are available on our Investor Relations website at http://ir.ea.com and include:

Calling special meetings of the independent directors, as needed;
Presiding at meetings of the Board of Directors at which the Chair is not present, including executive sessions of the Board of Directors;
Approving the agenda for Board of Directors meetings;
Consulting with respect to materials provided to directors in advance and providing feedback to the Chair about the quality of those materials;
Assessing the timeliness of information communicated from management and the Board of Directors;
Along with the Chair, jointly determining the timing and length of meetings of the Board of Directors to assure there is sufficient time for discussion of all agenda items;
Serving as a liaison between the Chair and the other independent directors;
Facilitating open discussion and constructive feedback among independent directors and committee chairs and providing feedback and perspective to the Chair about discussions among the independent directors;
Overseeing the process for the Board of Directors’ annual self-evaluation along with the Nominating and Governance Committee;
Leading the Board of Directors’ evaluation of the Chief Executive Officer along with the Nominating and Governance Committee; and
Overseeing the Board of Directors’ stockholder communication policies and meeting with major stockholders.


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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 year 2022, all nine directors attended or participated in 90% or more of the aggregate of (1) the number of applicable meetings of the Board of 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

 

     

Members

Meetings in
FY 2022:

RICHARD A.
SIMONSON
(Chair)

JEFFREY T.
HUBER

KOFI A.
BRUCE

8

 

Responsibilities of 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.

Establishes and maintains complaint procedures with respect to internal and external concerns regarding accounting or auditing matters.

Oversees tax and treasury policies and practices as well as the Company’s internal audit function.

Although the Board of Directors retains ultimate risk management oversight of matters related to privacy and cybersecurity, the Audit Committee receives quarterly updates from EA’s information security team and reviews the steps taken by management to monitor and control risks with respect to privacy and cybersecurity issues.

As determined by the Board of Directors, each of the three current Audit Committee members meets the independence requirements and the financial literacy standards of the Nasdaq Stock Market Rules, as well as the independence requirements of the SEC. The Board of Directors has determined that each of Mr. Simonson and Mr. Bruce meets the criteria for an “audit committee financial expert” as set forth in applicable SEC rules. 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.

 

     

Nominating and Governance Committee

 

     

Members

Meetings in
FY 2022:

LUIS A. UBIÑAS
(Chair)

LEONARD S.
COLEMAN

RACHEL A.
GONZALEZ

4

 

Responsibilities of the Nominating and Governance Committee

Applies the criteria outlined in our Corporate Governance Guidelines to recommend nominees for director and committee memberships to the Board of Directors.

Reviews 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.

Reviews developments in corporate governance and recommends formal governance standards to the Board of Directors.

Oversees the CEO’s annual performance review.

Manages the process for emergency succession 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.

Oversees, periodically reviews, and reports to the Board of Directors with respect to ESG performance, disclosures, and engagement with investors and other key stakeholders.

The Nominating and Governance Committee currently is comprised of three directors, each of whom the Board of Directors determined meets the independence requirements of the Nasdaq Stock Market Rules.

 

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Compensation Committee

 

     

Members

Meetings in
FY 2022:

TALBOTT
ROCHE
(Chair)

LEONARD S.
COLEMAN

HEIDI J.
UEBERROTH

6

 

Responsibilities of the Compensation Committee

Sets the overall compensation strategy for the Company.

Recommends the compensation of the CEO to the Board of Directors and determines the compensation of our other executive officers.

Oversees the Company’s bonus and equity incentive plans and other benefit plans.

Reviews and recommends to the Board of Directors compensation for non-employee directors and reviews and approves compensation for employees who qualify as a “Related Person” under our Related Person Transaction Policy.

As determined by the Board of Directors, each of the members of the Compensation Committee meets the independence requirements of the Nasdaq Stock Market Rules and the SEC rules. 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 year 2022, the Compensation Committee directly engaged Semler Brossy Consulting Group, a national compensation consulting firm, to advise on executive compensation matters. Please refer to the section titled “The Process for Determining Our NEOs’ Compensation” in the “Compensation Discussion and Analysis” section of this Proxy Statement, for additional information regarding the role of Semler Brossy in advising the Compensation Committee on our executive compensation program. The Compensation Committee has reviewed the independence of Semler Brossy and has determined that its engagement does not raise any conflicts of interest. The Compensation Committee may also 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.

In September 2021, the Board of Directors appointed Talbott Roche as Chair of the Compensation Committee. Ms. Roche brings her valuable perspective as a current CEO in the technology industry and experience attracting and retaining top executive talent in a highly competitive market, as well as, her experience leading investor engagements and communicating compensation programs to key stakeholders.

For further information about the role of our Compensation Committee and 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.

 

Compensation Committee Interlocks and Insider Participation

During fiscal year 2022, 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 year 2022 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.

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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 serves. 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. Our Lead Independent Director, Mr. Ubiñas, oversees the process for the Board of Directors’ annual self-evaluation along with 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.

Board’s Role and Responsibilities

Oversight of Business Strategy

The Board’s industry and management expertise is critical in overseeing our business strategy. In a rapidly evolving industry, our Board is an important resource for thoughtful and candid insights into strategic planning conversations, including product and service development, operational considerations, emerging industry trends, acquisitions, financial planning, and organizational design.

The Board oversees our stockholders’ interest in the long-term health and the overall success of our business and financial strength. This focus is reflected in the agenda for each Board meeting. The Board reviews our long-term strategy at a dedicated meeting at least annually.

At the beginning of each fiscal year, the Board formally reviews and approves our annual financial and operational targets and plans for achieving those targets. The Board monitors performance against the company’s strategic objectives and financial targets throughout the year and helps support the integrity of our financial results.

The Board critically reviews how we allocate our capital resources, including acquisition activity, significant capital investments, and return of capital programs. These strategic actions and investments are reviewed and approved by the Board, or a committee, following open and engaged discussions.

At each Board meeting, the Board reviews and discusses with management a set of detailed operating reports, including current financial performance versus plan. Focused discussions of key business issues, strategic developments and financial considerations are held at each Board meeting.

At each Board meeting, the independent directors meet in executive session. These meetings are led by our Lead Independent Director.


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Oversight of Risk Issues

     

Board of Directors

Our Board of Directors oversees our risk management processes and procedures as well as material risks to our business. 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 areas of material risk. Material business and strategic risks, including succession planning for our CEO and executive officers, 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 mitigate these risks. In addition, the Board of Directors has reviewed, overseen and continues to monitor risks related to COVID-19 and associated mitigation strategies related to the Company’s efforts to maintain the mental and physical health and safety of its workforce and return-to-work procedures.

     

 

      Audit Committee      
Risks related to financial reporting, internal controls and procedures, investments, tax and treasury matters and legal compliance.
Oversees our enterprise risk management program, which identifies and prioritizes material risks for the Company.
Risks related to ESG issues, including human capital matters, as they relate to financial and enterprise risks.

Nominating and
Governance Committee

Compensation Committee

Risks related to director and emergency CEO succession planning.
Risks related to our corporate governance policies and practices.
Risks related to human capital management and culture.
Reviews compensation-related risks.
Risks related to pay equity.

Each of the committees regularly reports to the full Board of Directors on matters relating to the specific areas of risk that each committee oversees.

Compensation Risk Assessment

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 has 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, clawbacks, the quality and mix of performance-based and “at risk” compensation, and, with regard to our equity incentive programs, the stock ownership requirements for our executives. The Compensation Committee reviewed the results of their evaluation with management and Semler Brossy. 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.

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Oversight of ESG Matters

The Board of Directors oversees ESG matters directly and through its committees.

         

Human Capital Management

The Board reviews material human capital management programs, practices and strategies, including organizational health at least twice annually.
     

Overall ESG Performance

The Nominating and Governance Committee reviews topics such as our overall ESG performance, disclosures and investor engagement at least twice annually and surfaces our progress to the Board. These updates include a review of market developments, frameworks, evolving stakeholder expectations and EA’s potential responses.

         

DEI

The Nominating and Governance Committee reviews our initiatives related to diversity, equity and inclusion, and will review our goals and progress towards achieving those goals at least twice annually.

Environmental Sustainability

The Nominating and Governance Committee oversees our commitments to environmental sustainability.

         

Talent and Culture

The Nominating and Governance Committee reviews efforts to maintain a safe and healthy culture, including key cultural indicators, at least twice annually.

Pay Equity

At least annually, the Compensation Committee reviews our commitments to pay equity.


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Board Policies

Related Persons 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 will also be reviewed by our independent Chair or Lead Independent Director if the Chair is not independent. Transactions involving employee compensation will also be submitted to the Compensation Committee for approval. 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, our committees (or the relevant chairperson of such committee) consider 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 a committee reviewing a potential related person transaction may participate in any review, consideration or approval of any transaction if the member or their immediate family member is the related person.

Related Persons Transactions

Nicholas Bruzzo, the son of our Chief Experience Officer, is employed by the Company in our game development studios. The aggregate value of his total compensation in fiscal year 2022 (salary, bonus, and the value of any equity awards granted during fiscal year 2022) was consistent with compensation provided to other EA employees in similar positions and was less than $150,000. The Audit Committee and the Compensation Committee reviewed and approved Mr. Bruzzo’s employment and compensation in accordance with our Related Person Transactions Policy.

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.

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 appropriate for the Board of Directors’ consideration. For further information regarding the submission of stockholder communications, please visit the Investor Relations section of our website at http://ir.ea.com.

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Director Compensation

Our Compensation Committee is responsible for reviewing and recommending to our Board of Directors the compensation paid to our non-employee directors. Non-employee directors are paid a mix of cash and equity compensation consisting of (1) an annual board retainer, (2) committee fees, and committee chair, chair and lead director fees, as applicable, and (3) an annual equity award, as described below.

The Compensation Committee reviews our non-employee director compensation every two years, with the last review occurring in February 2022 in consultation with Semler Brossy. As part of its February 2022 review, Semler Brossy conducted a competitive analysis of our non-employee director compensation against our compensation peer group (as defined in the “Compensation Discussion and Analysis” below). Based on the Compensation Committee’s review of the analysis prepared by Semler Brossy, the Compensation Committee recommended that the Board of Directors approve an increase in the Lead Director Fee from $25,000 to $50,000, effective May 1, 2022, to bring the service premium in line with the median for our peer group. No other changes to the compensation paid to our non-employee directors were recommended to our Board of Directors.

Cash Compensation

Our non-employee directors receive an annual cash retainer for service on the Board of Directors, plus fees for service on the Audit, Compensation and/or Nominating and Governance Committee, as applicable. In addition to those fees, the Chair of the Board, Lead Director and Chairs of the Audit, Compensation and Nominating and Governance Committees receive additional fees for their service in such roles. The table below reflects the annualized components of cash compensation for non-employee directors that were in place during fiscal year 2022. For more information regarding the specific compensation received by each non-employee director during fiscal year 2022, see the “Fiscal Year 2022 Director Compensation Table” table below.

ANNUAL BOARD RETAINER       AMOUNT ($)
Annual Board Retainer 60,000
 
COMMITTEE FEES AMOUNT ($)
Service on the Audit Committee 15,000
Service on the Compensation Committee 12,500
Service on the Nominating and Governance Committee 10,000
 
CHAIR OF THE BOARD, LEAD DIRECTOR AND COMMITTEE CHAIR FEES AMOUNT ($)
Lead Director* 25,000
Chair of the Audit Committee 15,000
Chair of the Compensation Committee 12,500
Chair of the Nominating and Governance Committee 10,000
* Effective May 1, 2022, the Lead Director fee was increased to $50,000.

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 non-employee directors earned any compensation for special assignments during fiscal year 2022.

Equity Compensation

In fiscal year 2022, non-employee directors also received an annual equity award of restricted stock units (“RSUs”) with a grant date fair value of approximately $260,000, pro-rated for any partial year of service. These RSUs were granted upon election or re-election to the Board of Directors at our 2021 annual meeting, or for Ms. Gonzalez, in November 2021 upon her appointment to the Board of Directors. RSUs vest in full on the first anniversary of the grant date (or, if earlier, the date of the next annual meeting of stockholders following the grant date), subject to the non-employee director’s continuous service as a member of the Board of Directors through such date. The receipt of shares underlying vested RSUs may be deferred until the fifth or tenth anniversary of the original vesting date or the date the director terminates service with the Company.

Under the terms of our equity incentive plan, non-employee directors may elect to receive all or part of their cash compensation (as described above) in the form of shares of our 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 vested shares of common stock valued at 110% of the cash compensation they otherwise would have 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 grant date, which is the first trading day of each quarter of the Board year. Ms. Gonzalez, Mr. Hoag, Mr. Huber, Ms. Roche, Mr. Simonson, and Ms. Ueberroth received all or part of their cash compensation in the form of our common stock during fiscal year 2022.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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. In addition, we offer non-employee directors the opportunity to receive cybersecurity services to protect their privacy, home networks, and devices, where they may conduct EA business. The Company is charged an annual fee per participating director; currently, the per person annual fee is less than $4,000 for these services.

Fiscal Year 2022 Director Compensation Table

The following table shows compensation information for each of our non-employee directors during fiscal year 2022. Mr. Wilson, our CEO, does not receive any compensation for his service as Chair of our Board of Directors.

NAME       FEES EARNED
OR PAID IN CASH
($)(1)
      STOCK
AWARDS
($)(2)
      OPTION
AWARDS
($)(3)
      TOTAL
($)
Kofi A. Bruce* 56,250 259,911 316,161
Leonard S. Coleman 82,500 259,911 342,411
Rachel Gonzalez* 35,000 194,976 3,462 233,438
Jay C. Hoag** 36,250 3,688 39,938
Jeffrey T. Huber 75,000 259,911 7,581 342,492
Lawrence F. Probst III** 55,000 55,000
Talbott Roche 81,667 259,911 8,178 349,756
Richard A. Simonson 90,000 259,911 8,980 358,891
Luis A. Ubiñas 130,000 259,911 389,911
Heidi Ueberroth 72,500 259,911 5,371 337,782
* Mr. Bruce was elected to the Board of Directors on August 12, 2021. Ms. Gonzalez was appointed to the Board of Directors effective November 18, 2021.
** Mr. Hoag and Mr. Probst retired from the Board of Directors effective August 12, 2021.
(1) As discussed above, non-employee directors may elect to receive all or a portion of their cash fees in the form of EA common stock. See footnote 3 for additional information regarding the number of shares received in lieu of cash compensation by those non-employee directors who made such an election.
(2) Represents the aggregate grant date fair value of the annual RSU award granted to the non-employee directors and is calculated based on a closing price of $138.99 and $126.28 per share for our common stock on the August 12, 2021 and November 22, 2021 grant dates, respectively. Grant date fair value is determined for financial statement reporting purposes in accordance with FASB ASC Topic 718. 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. As of April 2, 2022 (the last day of our fiscal year), each of our current non-employee directors held 1,870 unvested RSUs, other than Ms. Gonzalez, who held 1,544 unvested RSUs.
(3) Non-employee directors may elect to receive all or part of their cash compensation in the form of EA 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 grant date. The values represent the premium received for shares in lieu of compensation. As of April 2, 2022 (the last day of fiscal year 2022), the aggregate number of outstanding and unexercised shares of our common stock subject to stock options beneficially owned by our non-employee directors was as follows: Mr. Huber, 11,872; Mr. Probst, 76,861; Mr. Simonson, 11,872; and Mr. Ubiñas, 4,872.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The following table presents information regarding the shares received upon immediate exercise of the option(s) granted to each director who elected to receive all or part of his or her cash compensation in the form of EA common stock during fiscal year 2022:

NAME       GRANT
DATE

     

EXERCISE
PRICE
($)

     

SHARES SUBJECT
TO IMMEDIATELY
EXERCISED STOCK
OPTION GRANTS
      GRANT DATE
FAIR VALUE
($)
Rachel Gonzalez 2/1/2022 129.94 296 38,462
38,462
Jay C. Hoag* 5/3/2021 141.18 141 19,906
8/2/2021 144.11 139 20,031
39,937
Jeffrey T. Huber 5/3/2021 141.18 146 20,612
8/2/2021 144.11 144 20,752
11/1/2021 141.77 145 20,557
2/1/2022 129.94 159 20,660
82,581
Talbott Roche 5/3/2021 141.18 146 20,612
8/2/2021 144.11 143 20,608
11/1/2021 141.77 178 25,235
2/1/2022 129.94 180 23,389
89,844
Richard A. Simonson 5/3/2021 141.18 175 24,707
8/2/2021 144.11 172 24,787
11/1/2021 141.77 174 24,668
2/1/2022 129.94 191 24,819
98,981
Heidi Ueberroth 8/2/2021 144.11 138 19,887
11/1/2021 141.77 140 19,848
2/1/2022 129.94 154 20,011
59,746
* Mr. Hoag retired from the Board of Directors effective August 12, 2021.

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Letter from our Compensation Committee

Dear Fellow Stockholders,

We Are Engaged, Listening, and Responding to Our Stockholders

As members of the Compensation Committee, we seek to ensure that our executive compensation program closely aligns the interests of our executives with those of our stockholders. We have conducted extensive engagement with our stockholders to obtain feedback on topics including our executive compensation program, governance, and ESG. Over the past two years, we have reached out to stockholders holding approximately 75% of our outstanding stock and have held 41 calls, with members of the Compensation Committee leading 29 of these calls. We listened to the feedback we heard, analyzed it, and then evaluated every aspect of our executive compensation program with this feedback in mind.

In direct response to stockholder feedback, we have made substantial changes to our executive compensation program. We believe these changes enhance our pay-for-performance philosophy, further align the interests of our executives with stockholders and advance our objectives to attract and retain critical leaders given the exceptionally competitive landscape for executive talent.

Following our 2020 annual meeting, we redesigned our long-term performance-based equity incentive program to incorporate financial and operating metrics in addition to relative TSR, require three-year cliff vesting and strengthen the rigor of the TSR payout scale. We also lowered our annual performance bonus cap, increased stock ownership guidelines, and expanded our clawback policy. To address investor concerns regarding the use of special equity awards, we made a commitment to not grant additional special equity awards (including enhanced annual awards) to our named executive officers through at least the end of fiscal year 2026. Further, we reduced the target value of our CEO’s equity award by 40% for fiscal year 2022, and there was no increase to the target value of his fiscal year 2023 equity award from his fiscal year 2022 target value.
Following our 2021 annual meeting, with stockholder feedback regarding quantum of pay in mind, we revised our peer group and removed companies with outsized market capitalizations. We enhanced the rigor of our Company bonus pool funding formula for fiscal year 2023 by increasing the financial performance weighting to 70% for our CEO and 60% for our CFO and COO and implementing an enterprise-level scorecard for the strategic and operational performance objectives that drive the remaining portion of Company bonus pool funding. The scorecard will measure our performance against goals across six key strategic objectives, each with an assigned weighting. Because human capital management is a focus for our executives, we included ESG goals relating to HCM in our fiscal year 2023 enterprise-level scorecard. We also increased the performance-based portion of annual equity awards for our top executives.

Evolution of Our Executive Compensation Program

We believe the many changes that we have made to our executive compensation program over the past two years further our objectives to attract and retain critical leaders, incentivize them to deliver on our strategy, and create long-term value for stockholders. We also believe these changes are welcomed by our stockholders based on our engagement meetings. Following our 2021 annual meeting, we reengaged with our stockholders to obtain feedback and understand their concerns regarding our executive compensation program. The feedback we heard was overwhelmingly positive. Stockholders expressed appreciation for the substantive changes we made to our executive compensation program, our continued desire to evaluate and evolve our compensation practices, and our commitment to responsiveness.

Despite the positive investor feedback regarding these changes, we learned that many investors did not support our 2021 say-on-pay vote primarily because of the quantum of the one-time enhanced fiscal year 2021 annual equity award we made to our CEO in June 2020. Although this was disappointing to us, we remain encouraged by the positive feedback from our stockholders regarding the evolution of our executive compensation program, and we responded to the concerns regarding pay quantum.

We continuously review ways to evolve our executive compensation program to attract, motivate and retain our executives because they are critical to our ongoing success and long-term stockholder value creation. We have greatly benefited from and appreciated this dialogue and look forward to continuing it with you.

Thank you for your continued support and investment in Electronic Arts.

Sincerely,

THE COMPENSATION COMMITTEE

TALBOTT ROCHE (Chair)
LEONARD S. COLEMAN
HEIDI UEBERROTH

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Compensation Discussion & Analysis

For fiscal year 2022, EA’s named executive officers (“NEOs”) were:

Andrew Wilson, Chief Executive Officer;

Chris Suh, Chief Financial Officer;

Laura Miele, Chief Operating Officer;

Kenneth Moss, Chief Technology Officer;

Chris Bruzzo, Chief Experience Officer; and

Blake Jorgensen, Executive Vice President, Strategic Projects; former Chief Financial and Operating Officer.

Executive Summary

Fiscal year 2022 was a record year in every important measure of our business: total players, engagement in our games and live services, net bookings, and underlying profit. We created amazing games and services for our players, saw deep player engagement, and generated strong financial and operating results. Hundreds of millions of players around the world came together and connected through our games, live services, and content during the year. We continued our efforts to build more diverse and inclusive teams and games, support our communities, and ensure that our workplace culture is one of respect and allyship, where our people feel empowered, and their well-being is prioritized. And because we seek to ensure that our executive compensation program closely aligns the interests of our executives with our stockholders, we conducted formal engagement with our top institutional stockholders to understand their views on topics including executive compensation, governance, and ESG issues.

Key Highlights for the Fiscal Year Included:

Drove strong financial performance and executed on our key strategic objectives
Generated net revenue of $6.991 billion, up 24% year-over, and diluted earnings per share of $2.76
Returned nearly $1.5 billion to stockholders through share repurchases and dividends
Delivered on our fiscal year 2022 title slate, launching 9 major new games, all during the challenges of the COVID-19 pandemic
Achieved 24% growth in live services and other net revenue year-over-year
Grew our EA player network 16% year-over-year to more than 580 million unique active accounts
Continued to strengthen our ESG programs and practices, particularly with respect to diversity, equity, and inclusion
Added two highly-qualified, skilled, and diverse members to our Board of Directors
Hired a Chief Diversity Officer to continue building on our strong foundational efforts; and strengthened our progress on supporting a safe and healthy culture
Increased transparency regarding our workforce representation data by voluntarily disclosing our 2021 EEO-1 diversity data
Maintained base pay equity on the basis of gender globally and on the basis of race/ethnicity in the United States, inclusive of the workforces of recently acquired companies; expanded our analysis to include annual bonus and equity compensation, identifying areas of focus, while working to correct them and eliminate bias across our elements of pay
Strengthened our commitment to accessibility and inclusion in our games and experiences, including by launching an industry-first patent pledge to help make games more accessible to players of all abilities
Engaged with top institutional stockholders and further enhanced our executive compensation program and governance
Leading up to and following our 2021 annual meeting, we reached out to stockholders collectively holding approximately 75% of our outstanding stock and held over 41 calls to understand stockholders’ views on executive compensation, governance and ESG issues
Considered stockholder feedback and made additional enhancements to our executive compensation program for fiscal year 2023
Continued to bring fresh perspectives to support an enhanced approach to executive compensation, appointing Ms. Talbott Roche as Chair of the Compensation Committee in November 2021

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COMPENSATION DISCUSSION & ANALYSIS

Fiscal Year 2022 Performance Highlights

Fiscal year 2022 was a record year for Electronic Arts, with our highest-ever net revenue and net bookings driven by strong engagement across our broad portfolio of titles that span console, PC and mobile. Live services and other net revenue grew 24% to almost $5 billion, a record, driven by strength across our portfolio, most notably Apex Legends and FIFA. Our mobile business continues to grow and generated over $1 billion in net revenue during fiscal year 2022. In addition, we continued to return capital to stockholders, repurchasing 9.5 million shares during fiscal year 2022 and continuing to pay a quarterly dividend.

Our executive compensation program is designed to reward our NEOs for the achievement of Company-wide financial, operating, and strategic objectives and the creation of long-term stockholder value. As highlighted below, our financial performance, operating achievements, and execution on our strategic objectives provide context for the fiscal year 2022 executive compensation decisions made by the Compensation Committee and Board of Directors.

Fiscal Year 2022 GAAP Financial Results and Operating Highlights

$6.991B
net revenue

$2.76
diluted earnings per share

$7.515B
net bookings

Live services and other net revenue
$4.998B
representing 71% of total net revenue

$1.899B
operating cash flow
        
Repurchased
9.5M
shares during fiscal year 2022 for $1.3 billion

Quarterly cash dividend of
$0.17
per share

It Takes Two
won over 90 awards during fiscal year 2022

FIFA 22
was the biggest and most successful game in franchise history, launch to fiscal year end
        
Apex Legends
Season 12 set records for the highest
engagement since launch

Launched
9 New Games
while our teams continued to work primarily from home

The EA player network has more than
580M
unique active accounts

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COMPENSATION DISCUSSION & ANALYSIS

Fiscal Year 2022 Executive Leadership Changes

We announced several key leadership changes to a subset of our NEOs in fiscal year 2022 that we believe position us to drive continued transformation for our players, and growth for EA.

In September 2021, Blake Jorgensen, formerly EA’s Executive Vice President, Chief Financial and Operating Officer, announced his decision to begin transitioning from EA, with an expected departure in 2022. In connection with Mr. Jorgensen’s announcement, Laura Miele, formerly our Chief Studios Officer, was promoted to Chief Operating Officer, effective November 1, 2021. As Chief Operating Officer, Ms. Miele is responsible for managing company-wide operations.

On March 1, 2022, Chris Suh joined EA as our Chief Financial Officer. Mr. Suh joined EA from Microsoft Corporation where he served in various roles for nearly 25 years, most recently as Corporate Vice President and Chief Financial Officer of Microsoft’s Cloud + AI group. Mr. Suh’s deep experience in a rapidly growing and in-demand technology sector, particularly in the areas of cloud services, AI and advanced technology development, his extensive investor relations background, together with his leadership in all core financial aspects of a large public company made him the best candidate to help us deliver our long-term strategy. For a discussion of Mr. Suh’s new hire compensation arrangements for fiscal year 2022, please see the discussion under the heading “—Our NEOs’ Fiscal Year 2022 Compensation—Fiscal Year 2022 Compensation for Our New CFO” below.

As part of our efforts to engage players beyond the boundaries of the traditional gaming experience, Chris Bruzzo, formerly our Executive Vice President, Marketing, Commercial and Positive Play, assumed the role of Chief Experience Officer on September 30, 2021. In his new role, Mr. Bruzzo is responsible for building social ecosystems that forge stronger connections and create amazing player experiences in and around our games.

Stockholder Engagement

We have a robust year-round stockholder outreach program, with formal engagement efforts occurring in two phases during the summer and winter.

JUNE - AUGUST
Ahead of our annual meeting, we engage with investors to answer questions and understand their views on matters relating to our annual proxy statement
           

SEPTEMBER - NOVEMBER
Review stockholder votes at our most recent annual meeting, identify potential areas of concern, and evaluate our governance and executive compensation practices

 

APRIL - MAY
Review feedback from winter engagement, and consider any enhancements to our executive compensation program, governance and ESG

DECEMBER - MARCH
Conduct meetings with stockholders and proxy advisors to consider any issues raised and to solicit feedback on governance, executive compensation, and other topics of interest

2021 Say-on-Pay Vote

At our 2021 annual meeting, we were disappointed that the advisory say-on-pay proposal received 42% support, especially given the substantive changes we made to our executive compensation program in response to our 2020 say-on-pay vote and our strong fiscal year 2021 financial performance. We learned through direct engagement leading up to the 2021 annual meeting that the primary objection to our 2021 say-on-pay proposal was the enhanced annual equity award to our CEO, which was granted in the beginning of fiscal year 2021 (June 2020).

Following the 2021 annual meeting, we continued our extensive engagement with stockholders. We specifically requested feedback from stockholders on our executive compensation program to consider ways to further evolve our program, and we also solicited feedback on governance and ESG matters to better understand stockholders’ views on these issues.

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COMPENSATION DISCUSSION & ANALYSIS

Winter 2022 Stockholder Engagement: After Our 2021 Annual Meeting

Offered Meetings
~54%
of our outstanding common stock
Engaged in Discussions
~35%
of our outstanding common stock
Director-Led Discussions
~32%
of our outstanding common stock

During our winter engagement, we received positive feedback from nearly all stockholders with whom we engaged. Investors expressed appreciation for the substantive changes we made to our executive compensation program for fiscal year 2022 and the Compensation Committee’s commitment to responsiveness.

Despite the positive investor feedback regarding these changes, many investors reiterated that they did not support our 2021 say-on-pay vote primarily because of the quantum of the one-time enhanced fiscal year 2021 annual equity award we made to our CEO in June 2020. Although this was disappointing to us, we were encouraged by the positive feedback from our investors regarding the evolution of our executive compensation program and the Compensation Committee’s commitment to responsiveness.

What We Heard / Our Actions and Perspective

Below is a summary of the feedback we heard during our winter 2022 engagement and our actions and perspective in response.

WHAT WE HEARD FROM STOCKHOLDERS       OUR ACTIONS AND PERSPECTIVE

Quantum of Pay

Concerns with the overall quantum of pay in fiscal year 2021, particularly the enhanced annual equity award granted to our CEO.

Action:

We reiterated our commitment to not grant any special equity awards to NEOs through at least the end of fiscal year 2026 and confirmed that this commitment applies to enhanced annual equity awards. Our stockholders were pleased with this action and did not raise any concerns regarding this commitment during our calls, including with respect to the length of the time commitment.

With respect to quantum of pay, the target value of Mr. Wilson’s fiscal year 2022 equity award was 40% lower than the target value of his fiscal year 2021 equity award, and there was no increase to the target value of his fiscal year 2023 equity award from his fiscal year 2022 target value.

Fiscal Year 2023 Peer Group

Consider our peer group to ensure it is appropriately scaled.

Action:

We reviewed our compensation peer group and removed companies we deemed to no longer be a good fit due to their outsized market capitalization (e.g., Adobe Inc., NVIDIA Corporation and Salesforce, Inc.) or business (Hasbro, Inc.) and added companies in the consumer-oriented technology, software, and media/entertainment industries that we deemed to be a better fit based on the quantitative and qualitative factors we consider when selecting our peer group.

Perspective:

We operate in a highly competitive market and industry, and in a geographic region that is exceptionally competitive for executive talent. As we experienced this past year with the recent hire of our Chief Financial Officer, we compete against larger, well-funded technology companies that are pursuing and strengthening their interactive entertainment capabilities. However, we heard the stockholder feedback regarding the quantum of pay and we took appropriate steps to adjust our peer group so that it is appropriately scaled based on the quantitative and qualitative factors we consider.


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COMPENSATION DISCUSSION & ANALYSIS

WHAT WE HEARD FROM STOCKHOLDERS       OUR ACTIONS AND PERSPECTIVE

Annual Performance Cash Bonus Program

Would like to see a more formulaic approach to the annual bonus payouts.

Action:

For fiscal year 2022, added an assessment for each strategic and operating objective of the Company business performance component of our bonus pool funding formula to show attainment relative to target.

Beginning with fiscal year 2023, we enhanced the rigor of our Company bonus pool funding formula:

Increased the financial performance weighting of Company bonus pool funding to 70% for our CEO and 60% for our CFO and COO, with the remaining portion of Company bonus pool funding based on business performance, including ESG goals (instead of the 50/50 funding split that applies to all other employees).
Implemented an enterprise-level scorecard for the strategic and operating objectives that drive funding of the business performance component of the Company bonus pool. The scorecard will measure our performance against goals across six key strategic objectives established for the fiscal year: Strategy; Amazing Content and Experiences; Social Ecosystems and Creative Autonomy; Aggregation and Distribution; Talent; and Culture and Work. Each key objective is weighted at 20% of the business performance component of the Company bonus pool funding formula, except that Talent and Culture and Work (our ESG goals relating to HCM) are together weighted at 20%.

Fiscal Year 2023 ESG Goals

Would like ESG goals to feature more prominently in our compensation program.

Action:

ESG goals are included in the fiscal year 2023 enterprise-level scorecard, and our achievement against them will impact funding of the business performance component of the Company bonus pool funding formula.

Perspective:

HCM is a focus for our executives. A diverse and inclusive workforce is key to our success and our global reach requires a workforce that reflects and respects the different identities and experiences of our players. Moreover, we believe that fostering an inclusive, diverse, safe, and respectful workplace sets us apart from our competitors and will enhance our ability to attract and retain diverse talent.

Long-Term Equity Incentives: PRSU Program

Some stockholders would like to see the weighting of long-term equity incentives to be more heavily weighted towards PRSUs.

Stockholders appreciated that we moved to three-year vesting, but some would ideally like to see a three-year measurement period for the portion of the annual PRSU award tied to net bookings and operating income.

Action:

We increased the portion of performance-based equity for our top executives—beginning in fiscal year 2023 the annual equity award for our CFO and COO will consist of 60% performance-based restricted stock units, consistent with the award mix put in place for our CEO, effective for fiscal year 2022.

Perspective:

After thoroughly considering the factors below, the Compensation Committee determined that it was appropriate to retain one-year measurement periods for the portion of the PRSU award tied to net bookings and operating income to properly incentivize and reward our executives’ performance. We shared these considerations with stockholders during our engagement, and the vast majority of stockholders with whom we spoke understood and appreciated the Compensation Committee’s perspective.

Three-Year Cliff Vesting: PRSUs earned after the end of an annual measurement period do not vest until after the end of the three-year performance period. This promotes retention and encourages our executives to continue to drive long-term performance.
Relative TSR PRSU Performance Measured Over Three Years: One-third of each annual PRSU award is tied to our relative TSR performance measured over a full three-year performance period, which aligns the interests of our NEOs with our stockholders and incentivizes long-term stockholder value creation.
Our Business Supports Annual Operating Metrics: Due to the rapidly changing nature of our business and industry, the multi-year long development cycles, and the significant investment and resources required to produce games, it is challenging to predict our net bookings and operating income over a three-year time horizon. We believe that utilizing a three-year measurement period for net bookings and operating income could require us to be more conservative in setting targets that would be viewed as reasonably achievable by our executives to compensate for this uncertainty.
Our Practice Aligns with Peer and Technology Industry Practice: Setting one-year measurement periods for operational metrics is in line with peer and technology industry practices and, as described above, enables us to set more rigorous targets for each year.

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COMPENSATION DISCUSSION & ANALYSIS

Summer 2021 Stockholder Engagement: Before Our 2021 Annual Meeting

The actions described above build on the prior responsive enhancements that we made to our executive compensation program following our 2020 annual meeting and 2021 winter engagement with stockholders. Prior to our 2021 annual meeting, we continued our investor outreach contacting stockholders representing approximately 75% of our outstanding common stock and offering meetings to discuss the changes we made to our executive compensation program. Stockholders representing approximately 46% of our outstanding common stock accepted our offer to engage, and members of our Board of Directors led discussions with stockholders representing approximately 36% of our outstanding common stock. During these meetings, we discussed the substantial enhancements we made to our executive compensation program, as summarized below. We implemented these enhancements after careful consideration of investor feedback and input from management and the Compensation Committee’s independent compensation consultant.

Substantial Enhancements to Our Executive Compensation Program Following Our 2020 Annual Meeting

ELEMENT/
PRACTICE
      ACTIONS TAKEN IN RESPONSE TO OUR 2020 SAY-ON-PAY VOTE
Special Equity
Awards
Committed to not grant any further special equity awards to NEOs through at least the end of fiscal year 2026
Performance-
Based Long-
Term Equity
Incentives
Added two additional performance metrics, net bookings and operating income, for fiscal year 2022 PRSUs
Increased vesting to three-year cliff vesting beginning with fiscal year 2022
Eliminated the lookback feature from the relative TSR component of PRSUs
Increased the threshold and adjusted the relative TSR payout scale, with no vesting for performance below the 25th percentile and above median performance required for target payout
Determined that the CEO’s annual equity award will consist of 60% PRSUs
Annual
Performance
Bonus
Enhanced disclosure of our program structure, non-financial goals, and how payouts are determined
Capped NEO bonuses at 2x target bonus percentage, beginning in fiscal year 2022
Stock
Ownership
Increased stock ownership guidelines, including from 5x to 10x salary for CEO
Clawback
Expanded our Clawback Policy to cover cash as well as equity incentives

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COMPENSATION DISCUSSION & ANALYSIS

Compensation Principles

Philosophy and Objectives

EA is a global leader in digital interactive entertainment. We believe that the skills, expertise, and experience of our employees, including our NEOs, are the critical factors that contribute to our overall performance and enhance stockholder value. To drive continued successful operational and financial performance, we must attract, motivate, reward, and retain top executive talent. Accordingly, our executive compensation program is designed to:

Provide highly competitive compensation to attract and retain top executive talent;
Create direct alignment with our stockholders by providing equity ownership in the Company;
Pay for performance by creating incentives tied to our business results;
Reward and motivate strong individual performance and leadership; and
Avoid undue compensation-related risk.

Recruiting and Retention Challenges and Considerations

We operate in a highly competitive market and industry, and in a geographic region that is exceptionally competitive for executive talent. As the gaming, technology/internet, and entertainment industries have converged in recent years, competition for talent in our space has intensified. Larger, well-funded technology companies such as Microsoft, Alphabet, Amazon, Apple, Netflix and Meta Platforms are aggressively pursuing and strengthening their interactive entertainment capabilities and new entrants continue to emerge. Our executives, seasoned leaders with deep industry experience and expertise, are prime targets for recruiting from large technology companies as well as emerging growth companies. This intensely competitive market for talent is one of the ongoing key challenges we face as we balance (1) our desire to offer a market competitive executive compensation program, (2) the need to continue to attract top talent and retain and incentivize our NEOs, and (3) the need to maintain a competitive pay-for-performance compensation philosophy in the long-term best interests of our stockholders. The Compensation Committee considers these additional challenges when reviewing and making executive compensation decisions.

Compensation and Governance Practices

The Compensation Committee regularly reviews our executive compensation program to ensure that we maintain strong governance standards in our executive compensation program. Below is a summary of our key compensation and governance practices.

What We Do      

What We Don’t Do

Structure executive compensation to link pay and performance
Provide a high percentage of variable, at-risk pay; approximately 93% of NEO compensation is variable and at-risk*
Cap performance-based annual bonus and long-term equity incentive payouts for NEOs
Require our executives to satisfy robust stock holding requirements
Conduct regular stockholder outreach
Perform an annual risk assessment of our executive compensation program
Maintain a clawback policy covering cash and equity incentives
Evaluate our compensation peer group at least annually
Engage an independent compensation consultant to advise the Compensation Committee
Conduct formal executive succession planning
No “single-trigger” change in control arrangements
No excise tax gross-ups upon a change in control
No executive employment contracts (other than as required by local jurisdictions)
No repricing of options without stockholder approval
No hedging or pledging of EA stock
No excessive perquisites
No payment of dividends or dividend equivalents on unearned or unvested equity awards
* Excludes Mr. Suh, who became our Chief Financial Officer on March 1, 2022.

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COMPENSATION DISCUSSION & ANALYSIS

The Process for Determining Our NEOs’ Compensation

PARTICIPANT

     

ROLE IN THE EXECUTIVE COMPENSATION DETERMINATION PROCESS

Board of Directors

Approves the target total direct compensation for our CEO, in consultation with the Compensation Committee and the Compensation Committee’s independent compensation consultant.

Compensation Committee

Approves the target total direct compensation for our NEOs (other than our CEO) after receiving input, at the Compensation Committee’s request, from our CEO, our Chief People Officer, and the Compensation Committee’s independent compensation consultant.
Reviews, approves, and recommends to the Board of Directors, CEO pay.

Independent Compensation Consultant

Semler Brossy advises on our executive compensation program, our broad-based compensation programs, and advises on changes to our compensation program and other executive compensation-related developments and trends.
Semler Brossy also assisted the Compensation Committee with its review of our non-employee director compensation in fiscal year 2022.
Attended all meetings held by the Compensation Committee.
The Compensation Committee has reviewed the independence of Semler Brossy and determined that Semler Brossy’s engagement did not raise any conflicts of interest.

Management

Our CEO and Chief People Officer assist the Compensation Committee by providing information on corporate and individual performance, market compensation data and practices, and other executive compensation matters.
At the beginning of each fiscal year, our CEO and Chief People Officer review the performance of our other NEOs for the prior fiscal year and make recommendations to the Compensation Committee regarding the annual base salary, bonus targets, and annual equity awards for our NEOs (other than with respect to themselves).

Executive Compensation Decision-Making Approach

The Board of Directors and the Compensation Committee believe that executive compensation should be evaluated holistically. They consider a variety of factors to guide their compensation decision-making process for our NEOs. These include an evaluation of market trends and the competitive landscape for executive talent, which includes a review of the market practices of our peer group and other larger technology companies with which we compete for talent. In addition, the Board of Directors and Compensation Committee consider corporate performance; individual performance, including the NEO’s level of responsibilities, scope and complexity of the role, experience, and tenure, as well as other factors unique to each NEO; and internal compensation alignment.

Peer Group

Each year, the Compensation Committee, with the independent compensation consultant’s advice and input, reviews and selects a group of peer companies (“peer group”) to use as a reference to better understand the competitive market for executive talent in our industry sectors and geographic region. The purpose of the annual review is to validate our current peers and identify potential changes, based on characteristics such as size, scope, business fit, M&A activity, and the pool for executive talent. The Compensation Committee believes that the ideal peer group should be comprised of companies of similar-size and with similar economics as EA, reflect the market for executive-level talent, provide reasonable guidelines for pay levels and practices, and be robust enough to avoid distortions.

Based on these guiding principles, the Compensation Committee annually engages in a quantitative and qualitative assessment to identify companies for the peer group that are similar to us, based on a combination of factors including: revenue and market capitalization; whether they are in relevant industry pillars or are companies with which we compete for executive talent; and other relevant factors, including the number of current peer companies that identify EA as a peer. Where some companies may not be similar in size to us based on quantitative factors, they still may be included in our peer group based on the qualitative factors described above.

Fiscal Year 2022 Peer Group

The Compensation Committee approved a peer group of 18 companies for fiscal year 2022 executive compensation decisions. For each member of our peer group, one or more of the factors listed above was an appropriate reason for inclusion in our peer group. This peer group was the same as the fiscal year 2021 peer group, except that the Compensation Committee removed AMC Networks (due to size) and added ServiceNow and Workday to replace CBS Corporation and Symantec Corporation (companies that the Compensation Committee had previously determined to remove due to M&A activity once predecessor executive compensation data was no longer available for these companies). Based on public filings through June 1, 2021, EA was at the 44th percentile with respect to annual revenues and at the 35th percentile with respect to market capitalization compared to our fiscal year 2022 peers.

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Gaming Consumer-Oriented Technology / Software Media / Entertainment

Activision Blizzard, Inc.
Take-Two Interactive Software, Inc.
Zynga Inc.

Adobe Inc.*
Autodesk, Inc.
Booking Holdings Inc.
eBay, Inc.
Expedia Group, Inc.
Intuit Inc.

NVIDIA Corporation*
Salesforce, Inc.*
ServiceNow, Inc.
Workday, Inc.
VMware, Inc.
Warner Bros. Discovery, Inc.
Hasbro, Inc.*
IAC/InteractiveCorp
Netflix, Inc.
       
* Removed from our fiscal year 2023 peer group.

Looking Ahead to Fiscal Year 2023

In February 2022, with stockholder feedback regarding the quantum of pay in mind, we reviewed our peer group with a more critical lens. After undergoing a quantitative and qualitative analysis of our peer group utilizing the factors described above, the Compensation Committee approved a peer group of 19 companies for fiscal year 2023 executive compensation decisions. As described above, the Compensation Committee, in consultation with its independent compensation consultant, reviewed the factors above to validate current peer companies and identify potential new peers. As a result of this review, the Compensation Committee removed Adobe Inc., Salesforce, Inc., and NVIDIA Corporation due to their outsized market capitalization, and Hasbro, Inc. due to it no longer being deemed a relevant business fit. To replace these companies and ensure the peer group was of sufficient size to provide meaningful insight regarding the competitive market for executive talent, the Compensation Committee added Airbnb, Inc., Block, Inc., Snap Inc., Synopsys, Inc., and Sirius XM Holdings, Inc., companies that met all or some of the quantitative and qualitative factors described above, including size, whether the company is in a relevant industry pillar and/or has a similar business model, and whether we compete with the company for executive talent.

Gaming Consumer-Oriented Technology / Software Media / Entertainment

Activision Blizzard, Inc.*
Take-Two Interactive Software, Inc.
Zynga Inc.*

Airbnb, Inc.
Autodesk, Inc.
Block, Inc.
Booking Holdings Inc.
eBay, Inc.
Expedia Group, Inc.

Intuit Inc.
ServiceNow, Inc.
Synopsys, Inc.
Workday, Inc.
VMware, Inc.

Warner Bros. Discovery, Inc.
IAC/InteractiveCorp
Netflix, Inc.
Sirius XM Holdings, Inc.
Snap Inc.

       
*

Activision Blizzard, Inc. and Zynga Inc. will be removed from the peer group upon the later of the closing of the pending acquisitions by Microsoft Corporation and Take-Two Interactive Software, Inc., respectively, and the date that relevant executive compensation data for these companies is no longer available.

Comparative Market Data

As part of its decision-making process, the Board of Directors and the Compensation Committee review peer group data when assessing the appropriateness and reasonableness of compensation levels and mix to determine if our compensation program aligns pay with performance, fairly rewards our executives for individual performance and contributions to our corporate performance and provides adequate retention and incentive value. The independent compensation consultant conducts a comprehensive analysis of our executive compensation program using publicly available compensation information on our peer group. The analysis includes a comparison of the base salary, target total cash compensation, long-term incentives, and target total direct compensation of each of our NEOs against executives holding similar positions in our peer group. The Compensation Committee and the Board of Directors use the peer group data provided by the independent compensation consultant as a reference rather than as a strict guide for compensation decisions and retain flexibility in determining NEO compensation.

Fiscal Year 2022 Compensation for Our New CFO

In connection with Mr. Suh’s appointment as Chief Financial Officer, we entered into an offer letter with him that sets forth the terms of his employment and compensation.

Annual Base Salary and Target Bonus Opportunity

Under the terms of his offer letter, Mr. Suh’s annual base salary is $700,000 and he will be eligible for an annual cash bonus with a target bonus opportunity of 100% of annual base salary. Due to his start date, Mr. Suh did not participate in our annual bonus program for fiscal year 2022 but he is a participant in our fiscal year 2023 annual bonus program.

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Looking ahead to fiscal year 2023:

As described above under “—Stockholder Engagement—Winter 2022 Engagement: After Our 2021 Annual Meeting—What We Heard / Our Actions and Perspective,” the Company bonus pool funding for Mr. Suh’s annual cash bonus for fiscal year 2023 will be based 60% on our financial performance and 40% on our business performance.

New Hire Compensation

We offered Mr. Suh a one-time new hire sign-on bonus and new hire equity award to induce him to assume the role of Chief Financial Officer at EA, make him whole for the estimated value of compensation he would forfeit upon joining EA, incentivize long-term performance, and align his interests with our stockholders. In determining the structure and value of Mr. Suh’s new-hire compensation package, the Compensation Committee, in consultation with its independent compensation consultant, considered the following factors:

The estimated value of Mr. Suh’s compensation with his prior employer that he would forfeit if he joined EA;
The compensation paid to chief financial officers among our peer group of companies;
The highly competitive landscape in order to induce Mr. Suh to join EA in light of opportunities with his prior employer and with other public companies, including alternative public company CFO opportunities that he was considering prior to accepting our offer of employment; and
The importance of creating immediate alignment with our stockholders through long-term equity incentives.

New Hire Sign-On Bonus

Mr. Suh received a one-time cash sign-on bonus of $4,000,000 in March 2022. The sign-on bonus is subject to full repayment if Mr. Suh voluntarily resigns from EA prior to March 1, 2023, and pro-rata repayment if he voluntarily resigns between March 1, 2023 and February 29, 2024. The Compensation Committee, in consultation with its independent compensation consultant, determined that the amount of the sign-on bonus was necessary to induce Mr. Suh to join EA by making him whole for:

the estimated value of unvested equity awards that were due to vest over the next 12 months that he would forfeit upon his departure from his prior employer; and
the lost opportunity to receive his annual cash bonus from his prior employer given the timing of his departure.

As described above, due to the timing of his start date, Mr. Suh was not eligible to participate in our annual cash bonus program for fiscal year 2022 and payments of fiscal year 2023 annual cash bonuses, if earned, will not be made until June 2023.

New Hire Equity Award

The Compensation Committee approved the grant of a new hire equity award consisting of RSUs with a grant date value of $3,000,000, and PRSUs with a target grant date value of $3,000,000. The new hire equity award was granted on March 16, 2022 and was structured to put a significant portion of Mr. Suh’s compensation at risk, align his interests with those of our stockholders, and promote long-term retention. The target grant date value of the award was determined in consideration of:

the estimated value of the unvested equity awards that would have vested in years after 2022 that Mr. Suh would forfeit when he joined EA;
the market compensation paid to chief financial officers among our peer group; and
the competitive landscape to induce Mr. Suh to join EA in light of alternative opportunities that he was considering prior to accepting our offer.

Mr. Suh’s new hire RSU award vests over three years, with 1/3rd vesting on the first anniversary of the grant date, and 1/6th vesting every six months thereafter until the award is fully vested. The terms of Mr. Suh’s new hire PRSU award are the same as the fiscal year 2022 PRSU awards for our other NEOs (as described below under “—Long-Term Equity Incentives—Fiscal Year 2022 Annual Equity Awards—Performance-Based Restricted Stock Units”), except that the three-year performance period covers fiscal years 2023 through 2025 and the award cliff vests on May 20, 2025.

Looking ahead to fiscal year 2023:

As described above under “—Stockholder Engagement—Winter 2022 Engagement: After Our 2021 Annual Meeting—What We Heard / Our Actions and Perspective,” beginning in fiscal year 2023, the annual equity award mix for Mr. Suh will consist of 60% PRSUs and 40% RSUs.


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Our NEOs’ Fiscal Year 2022 Compensation

Target Total Direct Compensation for Fiscal Year 2022

Our executive compensation program is designed to motivate and reward performance and consists of three main components: annual base salary, annual performance cash bonuses, and long-term equity incentives. Our pay-for-performance approach rewards the achievement of Company-wide financial and business objectives, individual performance, and the creation of long-term value for stockholders, while also recognizing the dynamic and highly competitive nature of our business and the market for top executive talent.

For fiscal year 2022, 94% of our CEO’s target total direct compensation opportunity and nearly 93% of the average of our NEOs’ (excluding our CEO and Mr. Suh, who joined in March 2022) target total direct compensation opportunity was at-risk in the form of an annual performance cash bonus opportunity, and long-term equity awards comprised of PRSUs and RSUs, as set forth below.

CEO NEOs (Excluding CEO and CFO)
   
   

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Our Elements of Pay

The Compensation Committee believes that the target total direct compensation for each NEO should be consistent with market practices for executive talent, allow us to attract and retain the highest caliber of executive talent in our industry, and reflect each NEO’s individual experience, responsibilities, and performance. There are three main elements of NEO compensation: (1) annual base salary, (2) annual performance cash bonuses, and (3) long-term equity incentive awards.

PROGRAM DESIGN PURPOSE FISCAL YEAR 2022 ACTIONS/RESULTS
Annual Base
Salary
Fixed cash component Base salary serves to attract and retain high-performing executives. Our NEOs received base salary increases ranging between 2.8% and 4.6% based on an evaluation of their performance and contributions during fiscal year 2021.
Annual
Performance
Cash Bonus
Awards
Annual payout based on:
1.Company bonus pool funding—based 50% on Company financial performance and 50% on Company business performance; and
2.NEO individual performance, based on an individual performance modifier (IPM).

 NEW   Cap bonuses at 2x target bonus percentages.

 NEW   Looking ahead to fiscal year 2023: We increased the financial performance weighting of the Company bonus pool funding formula for our CEO, CFO and COO. Company financial performance will be weighted at 70% for our CEO and 60% for our CFO and COO, and Company business performance will be weighted at 30% and 40%, respectively.

Implemented an enterprise-level scorecard for the business performance component of our bonus pool funding formula. The scorecard will measure our performance against specific goals for six key strategic objectives established for fiscal year 2023 and includes ESG goals.

Our annual performance cash bonus program is designed to motivate our executives to achieve challenging short-term performance goals that are important to the Company’s long-term growth.

Our annual bonus pool was funded at 126.25% of target based on our financial and business performance, with NEO IPMs ranging between 110% and 140%.

This resulted in fiscal year 2022 NEO bonus payouts between 138% and 177% of target.

Long-Term
Equity
Incentive
Awards

RSUs

35-month vesting schedule.

PRSUs

 NEW  Redesigned fiscal year 2022 PRSU program.

For our CEO, PRSUs are weighted at 60% of the annual equity award.

Payouts are tied to our three-year TSR performance relative to the Nasdaq-100 Index, and our net bookings and operating income performance, measured annually.

All fiscal year 2022 PRSUs vest at the end of a 3-year performance period.

Eliminated the lookback feature for the relative TSR component of fiscal year 2022 PRSUs and strengthened the rigor of the payout scale.

RSU / PRSU Mix

Consistent with fiscal year 2021, 60% of the CEO’s fiscal year 2022 annual equity award consisted of PRSUs.

 NEW  Looking ahead to fiscal year 2023: We increased the weighting of annual performance-based equity awards to 60% for our CFO and COO, consistent with the current award mix in place for our CEO.

The majority of each NEO’s target total direct compensation should be provided in the form of long-term equity incentives to align NEO interests with stockholders, incentivize performance that creates stockholder value and promote long-term retention.

Our new PRSU program structure incentivizes our NEOs to drive top-line and bottom-line growth, ties a portion of PRSU payouts to our relative TSR performance against the Nasdaq-100 Index, and promotes long-term retention.

Fiscal Year 2022 PRSUs: Based on our net bookings and operating income performance for fiscal year 2022, the payout percentage for the first sub-tranches of the fiscal year 2022 net bookings and operating income PRSUs was 114% and 180% of target, respectively. Any earned net bookings and operating income PRSUs will vest on May 16, 2024, subject to continued employment with us on this date.

The relative TSR PRSUs are measured over a three-year performance period ending in fiscal year 2024.

Fiscal Year 2021 PRSUs: The second tranche of our fiscal year 2021 relative TSR PRSUs was earned at 18% of target, based on our two-year relative TSR performance. Earned PRSUs vested in May 2022.

Fiscal Year 2020 PRSUs: The third tranche of our fiscal year 2020 relative TSR PRSUs was earned at 66% of target, based on our three-year relative TSR performance. Earned PRSUs vested in May 2022.


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Base Salary

Key features

Fixed cash component that is market competitive for the role to attract and retain high-performing executives
The following factors are considered when determining NEO salaries: individual performance; the market for similar positions, including the pay practices for comparable positions at the companies in our peer group; level of responsibilities; complexity of role; experience; and internal compensation alignment 

As part of its May 2021 annual compensation review, the Compensation Committee, and the Board of Directors, in the case of Mr. Wilson, approved fiscal year 2022 base salary increases, effective June 1, 2021, as set forth below. The increases for Messrs. Wilson, Jorgensen, Moss and Bruzzo were between 2.8% and 4.2% of base salary (as shown in the table below). These increases were made in recognition of their performance and contributions during the previous year and were in line with Company-wide base salary merit increases for strong performers. Ms. Miele received a 4.6% increase in base salary in recognition of her increased scope of responsibilities, as well as her exceptional performance and contributions during the previous year. In determining a market competitive annual base salary for Mr. Suh, the Compensation Committee, with assistance from its independent compensation consultant, reviewed the base salaries paid to chief financial officers among our peer group and considered additional factors including the competitive landscape and competing offers that Mr. Suh was considering prior to accepting EA’s offer.

NEO       ANNUAL BASE SALARY
FOR FISCAL YEAR 2021
($)
      ANNUAL BASE SALARY
FOR FISCAL YEAR 2022
($)
      % INCREASE
Mr. Wilson 1,260,000 1,300,000 3.2
Mr. Suh(1) N/A 700,000 N/A
Ms. Miele 765,000 800,000 4.6
Mr. Moss 720,000 750,000 4.2
Mr. Bruzzo 720,000 750,000 4.2
Mr. Jorgensen 900,000 925,000 2.8

(1) Mr. Suh assumed the role of Chief Financial Officer on March 1, 2022.

Annual Performance Cash Bonus Awards

Key features

Designed to motivate our executives to achieve challenging annual performance goals important to our long-term growth
Capped at 2x target bonus percentages
Payouts based on (1) Company Bonus Pool Funding, which is based 50% on Company financial performance and 50% on Company business performance to balance our annual financial performance with our execution against strategic and operating objectives, and (2) individual performance
A threshold level of Company financial performance must be achieved to fund that portion of the Company bonus pool

Our NEOs participate in the Executive Bonus Plan, which governs bonuses paid to our Section 16 officers and operates in conjunction with the EA Bonus Plan, our Company-wide bonus plan. The structure of the annual performance cash bonus program for our NEOs is described below.

BASE
SALARY
X TARGET
BONUS
PERCENTAGE
(% OF BASE
SALARY)
X COMPANY PERFORMANCE
(COMPANY BONUS POOL FUNDING)
X INDIVIDUAL
PERFORMANCE
MODIFIER
(IPM)
= NEO BONUS
PAYOUT
50%
Company Financial
Performance
      50%
Company Business
Performance

Looking ahead to fiscal year 2023:

We increased the financial performance weighting of the Company Bonus Pool funding formula for our CEO, CFO, and COO. Company financial performance will be weighted at 70% for our CEO and 60% for our CFO and COO, and Company business performance will be weighted at 30% and 40%, respectively.


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Process to Determine Performance Cash Bonus Awards

During the first quarter of each fiscal year, the Compensation Committee selects the Executive Bonus Plan participants, performance period, and performance measures. All NEOs at the time were selected to participate in the Executive Bonus Plan for fiscal year 2022. Mr. Suh became our Chief Financial Officer on March 1, 2022 and therefore was not eligible to participate in our fiscal year 2022 annual bonus program.

       
       
   
Approve target bonus
percentages and maximum
award amounts
Set performance goals Determine Company bonus
pool funding
Conduct individual
performance assessments
and determine individual
performance modifiers (IPMs)

Step 1: Approve Target Bonus Percentages and Maximum Award Amounts

APPROVE TARGET BONUS PERCENTAGES

Each fiscal year, the Compensation Committee, and the Board of Directors for Mr. Wilson, sets the amounts of the target annual performance cash bonus awards as a percentage of each NEO’s base salary (“target bonus”) based on factors including 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. For fiscal year 2022, the Board of Directors, in the case of Mr. Wilson, and the Compensation Committee, in the case of the other NEOs then serving, determined that there would be no increases in the target bonus percentages for any NEOs.

Fiscal Year 2022 Target Bonus Percentages

      BONUS ELIGIBLE SALARY
FOR FISCAL YEAR 2022
($)
      TARGET BONUS PERCENTAGE
FOR FISCAL YEAR 2022
(%)
Mr. Wilson 1,293,333 200%
Ms. Miele 794,167 110%
Mr. Moss 745,000 100%
Mr. Bruzzo 745,000 100%
Mr. Jorgensen 920,833 125%

Performance cash bonus awards represented approximately 9% of the average of our NEOs’ (other than Mr. Suh, who was not eligible for a fiscal year 2022 annual bonus) annual target total direct compensation for fiscal year 2022.

MAXIMUM AWARD AMOUNTS
Our Compensation Committee believes that annual bonus awards should be capped to ensure that we maintain strong governance standards in our executive compensation program and to mitigate incentives for undue risk taking. Effective for fiscal year 2022, we amended our Executive Bonus Plan to cap NEO bonuses at two times the target bonus percentage for each NEO to better align to market practice.

As in previous years, no bonus payout is made to our CEO if our net income is less than 80% of our fiscal year 2022 financial plan.

Step 2: Set Performance Goals

Each NEO’s annual performance cash bonus award is tied to the bonus funding percentage applied to our overall Company bonus pool. Funding of the Company bonus pool is based 50% on our financial performance, and 50% on our business performance, tied to pre-established goals based on our financial and strategic plan for fiscal year 2022 that our Board of Directors and Compensation Committee reviewed with management in April 2021 and approved in May 2021. The Compensation Committee believes that this mixed funding formula is appropriate because it balances our annual financial performance with our execution against strategic and operating objectives, which are critical drivers of our long-term success.

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Looking ahead to fiscal year 2023:

We enhanced the rigor of our Company bonus pool funding formula. Effective for fiscal year 2023, we:

Increased the financial performance weighting of Company bonus pool funding to 70% for our CEO and 60% for our CFO and COO; and
Implemented an enterprise-level scorecard regarding the strategic and operational performance objectives that drive funding of the Company bonus pool. The scorecard will measure our performance against specific goals for six key strategic objectives established for fiscal year 2023, with ESG goals relating to HCM weighted at 20%.

COMPANY FINANCIAL PERFORMANCE
For the financial performance component of our fiscal year 2022 Company bonus pool funding, the Compensation Committee approved the following two equally weighted Company financial performance goals: non-GAAP net revenue and non-GAAP diluted earnings per share. We believe these objective financial measures serve as clear goals for management to drive top-line growth and profitability with responsible cost management. A threshold level of performance must be met for each of the relevant metrics in order to fund that component of the bonus pool.

Fiscal Year 2022 Targets

The fiscal year 2022 non-GAAP net revenue and non-GAAP diluted earnings per share bonus funding targets were each set higher than our fiscal year 2021 actuals and are set forth below.

Non-GAAP Net Revenue of
$7.325 billion
(50% weighting)

Non-GAAP Diluted Earnings Per Share of
$6.80
(50% weighting)

Bonus pool funding is tied to our achievement of threshold, target, and maximum levels of performance for the relevant metric, with no funding if the threshold levels of performance are not achieved.

When making compensation decisions for our NEOs, we use non-GAAP financial measures to evaluate the Company’s financial performance and the performance of our management team against non-GAAP targets. These measures adjust for certain items that may not be indicative of the Company’s core business, operating results, or future outlook.

For more information regarding our use of non-GAAP financial measures for our compensation programs, please refer to the information provided under the heading “About Non-GAAP Financial Measures” in Appendix A below.

COMPANY BUSINESS PERFORMANCE
For the Company business performance component of our bonus pool funding, the Compensation Committee assesses performance against the Company’s strategic priorities and objectives established for the fiscal year and approved by our Board of Directors. Our fiscal year 2022 strategic and operating objectives map to four key focus areas that align with our three strategic pillars as well as objectives relating to our people, as highlighted below. The Compensation Committee reviews Company attainment against these goals and objectives periodically during the fiscal year. See “Step 3: Determine Company Bonus Pool Funding” below, for more information on these goals and objectives.

Amazing games
and content
      Powered by services       Delivered to a
global audience
      Support, develop, and
inspire our people

Games
Create the greatest and most innovative games and content that surprise and amaze our players, creators, and viewers.

Services
Offer the services players want that extend gameplay and enhance how they interact with and connect to their games and friends, across games and platforms.

Audience
Expand frictionless access to a connected world of play, by helping more players discover, buy, and enjoy amazing game experiences.

People
Maintain the health and productivity of our global workforce as we navigate the Company through a series of unprecedented crises.


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Step 3: Determine Company Bonus Pool Funding

In May 2022, the Compensation Committee approved an overall Company bonus pool funding percentage of 126.25% of aggregate employee target bonuses. This funding percentage was based on equally weighted funding percentages of 133.0% for our Company financial performance and 119.5% for our Company business performance, as described below.

COMPANY FINANCIAL PERFORMANCE
For purposes of measuring attainment against our fiscal year 2022 financial targets for bonus funding, our non-GAAP net revenue was $7.430 billion and our non-GAAP diluted earnings per share was $7.76. Our fiscal year 2022 attainment against plan funding targets reflected an increase over our fiscal year 2021 actuals. Based on our attainment against our non-GAAP net revenue and diluted earnings per share targets, the Compensation Committee approved a combined funding percentage of 133.0% for the Company financial performance component.

      THRESHOLD TARGET      MAXIMUM

Non-GAAP Net Revenue
(in billions)

Non-GAAP Diluted EPS

Funding Percentage(1)

(1) The funding percentage for achievement between the percentages designated above is interpolated on a straight-line basis.

Appendix A to this Proxy Statement provides a reconciliation between our non-GAAP financial measures and our audited financial statements.

COMPANY BUSINESS PERFORMANCE
For fiscal year 2022, the Compensation Committee approved a funding percentage of 119.5% for the business performance component, based on its evaluation of our achievements against the strategic and operating objectives highlighted below.

STRATEGIC AND
OPERATING OBJECTIVES
      KEY MEASURES       KEY PERFORMANCE HIGHLIGHTS       ASSESSMENT

Games:

Create the greatest and most innovative games and content that surprise and amaze our players, creators, and viewers

Release 100% of fiscal year 2022 SKU plan
Launched 9 major new games, achieving our fiscal year 2022 title offerings, while our global game development teams continued to work remotely
FIFA 22 was the strongest FIFA ever, launch to fiscal year end; grew Apex Legends into one of the most successful live services in the industry, with monthly active players up more than 35% year-over-year; offset by Battlefield 2042 performance
Achieved Target
Growth in Mobile net bookings year-over-year
Achieved growth in mobile net bookings, although results were slightly below our fiscal year 2022 growth target
 
Slightly Below Target
 
Number of Mobile titles soft launched
Soft launched UFC Mobile, Apex Mobile, and FIFA Mobile
Achieved Target
Integrate and onboard recently acquired companies
Integrated Codemasters, Metalhead Software, Glu Mobile, and Playdemic
Achieved Target

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STRATEGIC AND
OPERATING OBJECTIVES
      KEY MEASURES       KEY PERFORMANCE HIGHLIGHTS       ASSESSMENT

Services:

Offer the services players want that extend gameplay and enhance how they interact with and connect to their games and friends, across games and platforms

Total service availability to players
Achieved over 99.65% service availability for fiscal year 2022, while our global workforce remained predominately distributed
Achieved Target
Year-over-year growth in live services and other net bookings
Delivered $5.370 billion in net bookings in live services and other net bookings
Exceeded Target
 
 

Audience:

Expand frictionless access to a connected world of play, by helping more players discover, buy, and enjoy amazing game experiences

Grow our player base, measured by the number of player accounts and EA Play quarterly active users
Achieved 6% year-over-year growth in unique HD player accounts year-to-date
Reached quarterly active users target in Q3
Exceeded Target
Increase engagement, retention, and viewership in competitive gaming
Year-over-year growth targets in total content views slightly below target; average minute audience delivered on target
Slightly Below Target

People:

Maintain the health and productivity of our global workforce as we navigate the Company through a series of unprecedented crises

Maintain employee engagement eSat scores
Achieved employee engagement eSat scores greater than target
Exceeded Target
Strengthen workforce diversity representation year-over-year
Achieved year-over-year growth for women across all categories
Achieved year-over-year growth for underrepresented minorities as percentage of total employees and within people management roles
Achieved Target

Step 4: Conduct Individual Performance Assessments and Determine IPMs

Individual performance is a key factor in determining the amount of each NEO’s annual bonus. Each year, the Board of Directors for Mr. Wilson, and the Compensation Committee, in consultation with Mr. Wilson and our Chief People Officer, for all NEOs except Mr. Wilson, review and approve the individual performance objectives for the NEOs. Mr. Wilson’s individual performance objectives for fiscal year 2022 are based on non-GAAP financial objectives and strategic and operating objectives. For all other NEOs, the individual objectives are based on strategic and operating objectives tailored to the functions led by each NEO and aligned to the achievement of our overall fiscal year 2022 plan approved by the Board of Directors, as well as qualitative factors including leadership and talent development.

At the end of each fiscal year, the Board of Directors for Mr. Wilson, and the Compensation Committee, in consultation with Mr. Wilson and our Chief People Officer, assess the individual performance of our NEOs and determine each NEO’s individual performance modifier, or IPM, at a percentage between 0% and 200% (subject to the overall cap of 2x target bonus for the annual cash bonus award). Consistent with our pay-for-performance philosophy, a higher individual performance assessment would result in a higher IPM, and vice-versa, so that an executive with a lower assessment could receive less than his or her target bonus. If an executive meets a high level of performance expectations, he or she would receive an IPM of 100%. To receive an IPM of 200%, the NEO must demonstrate sustained, truly extraordinary performance, and the Board of Directors and Compensation Committee expect that assigning an IPM at this level would occur in rare circumstances only.

With the exception of our CEO, the performance assessment for each of our NEOs is based on a qualitative assessment of each executive’s performance, considering his or her overall performance for the year; impact on our business and culture; demonstrated results; the executive’s strong leadership; and execution of key objectives. No single factor is determinative. For Mr. Wilson, the Board of Directors considers achievement of the financial and strategic objectives that were established for him for the fiscal year.

Determination of Fiscal Year 2022 Performance Cash Bonus Awards for our NEOs

FISCAL YEAR 2022 PERFORMANCE CASH BONUS AWARD FOR OUR CEO
The key results that influenced the Board of Directors’ decisions regarding Mr. Wilson’s performance are listed below. The Board of Directors takes a holistic approach to evaluating the achievement of the CEO’s financial and strategic and operating objectives and does not assign a specific weighting to any one factor within each of these two categories.

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COMPENSATION DISCUSSION & ANALYSIS



Mr. Wilson
Chief Executive Officer

   

Individual Performance Modifier

After reviewing his achievements for fiscal year 2022, the Board of Directors approved an IPM of 140% for Mr. Wilson.

Key Highlights for Fiscal Year 2022

The Board of Directors considered Mr. Wilson’s performance against the financial and strategic and operating objectives for fiscal year 2022, as highlighted below.

Non-GAAP Financial Objectives:
  (IN MILLIONS, EXCEPT EARNINGS PER SHARE)       TARGET       ACTUAL(1)  
  Net Revenue    $ 7,325      $ 7,515  
  Gross Profit $ 5,530 $ 5,795  
  Operating Expenses $ 3,278 $ 3,298  
  Diluted Earnings Per Share(2) $ 6.15 $ 7.02  
  Operating Cash Flow $ 1,750 $ 1,899  
  (1) Appendix A to this Proxy Statement provides a reconciliation between our non-GAAP financial measures and our audited financial statements.  
  (2) For purpose of measuring achievement of Mr. Wilson’s diluted earnings per share objective, a share count of 286 million was used.  

Strategic and Operating Objectives:

Under Mr. Wilson’s leadership, the Company executed on key strategic and operating objectives that were established for fiscal year 2022 and that our CEO is responsible for delivering. As described above, these objectives were designed to position Electronic Arts as a leading digital interactive entertainment platform by, among other things, investing in the next generation of gaming, growing our portfolio, and enabling more players to connect with and engage with each other and our games. In addition to these overarching strategic and operating objectives, the Board of Directors considered the following key achievements when evaluating Mr. Wilson’s performance for fiscal year 2022.

Growth in Live Services and Player Network

Under Mr. Wilson’s leadership we delivered exceptional growth in live services and expanded our audience by:  

launching FIFA 22, which was the strongest FIFA ever, launch to fiscal year end;
growing Apex Legends into one of the most successful ongoing live services in the industry, with more than 25 million new players joining in the last year and monthly active players up more than 35% year-over-year;
continuing to grow EA SPORTS with Madden NFL 22 being the #3 top-selling game in the U.S. for calendar year 2021, F1 2021 continuing to perform well above expectations, and the successful launch of the latest version of our EA SPORTS FIFA Mobile game around the world;
expanding our portfolio via the acquisitions of Codemasters, Glu Mobile, Metalhead Software, and Playdemic, building strength in sports, racing and mobile; and
expanding our player network to more than 580 million unique active accounts.

Evolution of Our Leadership Team to Position EA for Continued Success

Under Mr. Wilson’s leadership we made key changes to our leadership team to enable us to continue to innovate, evolve, and drive transformation for our players by appointing:

Chris Suh, a 25-year veteran of Microsoft, where he served as Corporate Vice President and Chief Financial Officer of the Cloud + AI group, as our Chief Financial Officer, following Blake Jorgensen’s decision to transition from EA;
Laura Miele as our Chief Operating Officer to oversee our company-wide operations; and

Chris Bruzzo as our Chief Experience Officer to oversee our efforts to build social ecosystems to forge stronger connections and create amazing player experiences in and around our games.

Commitments and Progress Across Our People, Players, and Communities
Under Mr. Wilson’s leadership we:
continued to foster an inclusive, diverse, safe, and respectful workplace culture by strengthening our processes that enable our people to raise concerns about the work environment, with a People Relations team dedicated to investigating reports of misconduct, including those related to discrimination, harassment and bullying, as well as recommending enforcement actions;
accelerated our investments in organizations working to advance equality and social justice, and

continued to build on our commitments to ESG, publishing our second annual Impact Report in November 2021; and   continued to navigate the challenges of the pandemic by supporting the health, safety, and wellbeing of our global workforce, including by providing pandemic care leave and additional mental health and wellbeing services; and evolving our work models.


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COMPENSATION DISCUSSION & ANALYSIS

Fiscal Year 2022 Performance Cash Bonus Awards for Our Other NEOs

In determining the actual performance cash bonus awards for our other NEOs, Mr. Wilson and our Chief People Officer reviewed each NEO’s achievements against the individual performance objectives for fiscal year 2022 and provided their recommendations to the Compensation Committee for review and approval. The key results that influenced the Compensation Committee’s decisions regarding each NEO’s individual performance are listed below.


Ms. Miele
Chief Operating Officer

           

Ms. Miele manages company-wide operations. Before assuming the role of Chief Operating Officer, she served as Chief Studios Officer, where she oversaw 25+ studios, bringing her expertise to empower transformative innovation at the creative heart of EA to deliver amazing experiences for players around the world.

Individual Performance Modifier

After reviewing her achievements for fiscal year 2022, the Compensation Committee approved an IPM of 130% for Ms. Miele.

Key Highlights for Fiscal Year 2022

During fiscal year 2022, Ms. Miele:

assumed increased responsibility upon her promotion to Chief Operating Officer, with responsibility for managing company-wide operations;
oversaw the delivery of new games, services, and content, generating revenue and platform growth, including:
launching 9 major new games during fiscal year 2022, while our teams continue to work primarily from home: Knockout City, Mass Effect Legendary Edition, F1 2021, FIFA 22, Lost in Random, Madden NFL 22, Battlefield 2042, NHL 22, and GRID Legends;
growing Apex Legends into one of the most successful ongoing live services in the industry, with more than 25 million new players joining in the last year and monthly active players up more than 35% year-over-year;
launching FIFA 22, which was the strongest FIFA ever, launch to fiscal year end;
integrating teams and products from our acquisitions of Codemasters, Glu Mobile, Metalhead Software, and Playdemic, with notable successes including F1 2021 performing well above expectations;
the announcement of a new agreement with Disney & Lucasfilm Games to develop new experiences in the Star Wars universe, with Respawn leading development of the next game in our action-adventure Star Wars Jedi series, as well as two additional Star Wars titles;
developing a deep pipeline of announced and unannounced projects with our wholly-owned IP, including Need for Speed, The Sims, Skate, Dead Space, and more; and
recruited new leaders into our EA Studios organization, and further developed our talent pipeline.


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COMPENSATION DISCUSSION & ANALYSIS


Mr. Moss
Chief Technology Officer

         

Mr. Moss leads the strategy and vision behind EA’s Digital Platform, Frostbite Engine, and Information Technology organizations. He oversees mechanisms to ensure the most seamless experience for players, including Identity & Fraud, Security, Data, Games Services, Infrastructure, Mobile Platform and Frostbite Engine to drive the future of the gameplay experience.

Individual Performance Modifier

After reviewing his achievements for fiscal year 2022, the Compensation Committee approved an IPM of 110% for Mr. Moss.

Key Highlights for Fiscal Year 2022

During fiscal year 2022, Mr. Moss:

enhanced infrastructure performance, security, stability, and availability to support on time delivery and ongoing operations of EA’s games and services;
advanced EA’s security posture against increasingly sophisticated cybersecurity threats;
enabled our evolving operational response to the pandemic and supported workforce productivity as our workforce transitions from a distributed workforce to new work models at our global locations;
expanded EA’s proprietary game engine technology, Frostbite, to support more EA Sports games (added support for NHL, UFC) as well as more platforms like Nintendo Switch and Android, and enhanced content creator workflows; and
achieved critical technology integrations for four newly acquired organizations.



Mr. Bruzzo
Chief Experience Officer

         

Mr. Bruzzo oversees EA’s marketing team, the Worldwide Customer Experience team, and the Positive Play Group as a collection of functions that create unified and rewarding experiences for our players. The Experience organization leads the Company’s efforts to build a social ecosystem in and around our games to deepen engagement and build stronger connections between our players and fans.

Individual Performance Modifier

After reviewing his achievements for fiscal year 2022, the Compensation Committee approved an IPM of 130% for Mr. Bruzzo.

Key Highlights for Fiscal Year 2022

During fiscal year 2022, Mr. Bruzzo:

assumed increased responsibility upon his promotion to Chief Experience Officer, with responsibility for overseeing Worldwide Customer Experience and our efforts to build a social ecosystem in and around our games;
launched successful multichannel global marketing campaigns for EA’s major titles, including FIFA 22 and Apex Legends, to help increase sales across EA’s broad portfolio and diverse business models, including live services;
developed marketing campaigns to broaden the reach of EA’s subscription services;
scaled our social impact efforts around volunteerism and philanthropy, including relief efforts for Ukraine and our global celebration honoring Juneteenth; and
continued to strengthen EA’s Positive Play mandate, which is focused on building better, healthier communities inside and outside of our games.


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COMPENSATION DISCUSSION & ANALYSIS


Mr. Jorgensen
Executive Vice President, Strategic Projects, and former Chief Financial and Operating Officer

                   

As EA’s Chief Operating Officer through October 2021 and Chief Financial Officer through February 2022, Mr. Jorgensen was responsible for EA’s financial management, operational effectiveness, and development of business strategies and opportunities for EA’s long-term growth. Mr. Jorgensen currently serves as EVP, Strategic Projects and is assisting with the CFO transition and special projects.

Individual Performance Modifier

After reviewing his achievements for fiscal year 2022, the Compensation Committee approved an IPM of 110% for Mr. Jorgensen.

Key Highlights for Fiscal Year 2022

Under Mr. Jorgensen’s leadership during fiscal year 2022, the Company:

generated net revenue of $6.991 billion, a 24% increase over fiscal year 2021;
achieved cash flow provided by operations of $1.899 billion, while continuing to efficiently manage our operating expenses;
saw growth across EA’s broad portfolio and diverse business models, including live services, for which we achieved net bookings of $7.515 billion for the fiscal year;
returned nearly $1.5 billion to stockholders through share repurchases and quarterly dividends;
completed the acquisitions of Glu Mobile, Metalhead Software, and Playdemic, further accelerating the growth of our mobile and sports business, while also adding valuable IP to our portfolio and strengthening our global talent pool; and
assisted with the CFO transition and special projects.

Fiscal Year 2022 Performance Cash Bonus Awards

The Board of Directors for Mr. Wilson, and the Compensation Committee, in consultation with Mr. Wilson and our Chief People Officer, for all other NEOs, approved actual performance cash bonus payouts for the NEOs for fiscal year 2022, as set forth below. Mr. Suh became our Chief Financial Officer on March 1, 2022, and therefore was not eligible for a fiscal year 2022 performance cash bonus award.

      TARGET ANNUAL
BONUS AWARD
      COMPANY BONUS POOL
FUNDING PERCENTAGE
(126.25%)
      INDIVIDUAL
PERFORMANCE
MODIFIER
      ACTUAL FISCAL YEAR
2022 PERFORMANCE
CASH BONUS
Mr. Wilson            $ 2,586,667                         $ 3,265,667 140%                     $ 4,571,933
Ms. Miele $ 873,583 $ 1,102,899 130% $ 1,433,769
Mr. Moss $ 745,000 $ 940,563 110% $ 1,034,619
Mr. Bruzzo $ 745,000 $ 940,563 130% $ 1,222,731
Mr. Jorgensen $ 1,151,042 $ 1,453,190 110% $ 1,598,509

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COMPENSATION DISCUSSION & ANALYSIS

Long-Term Equity Incentives

Key features
Approximately 84%(1) of our NEOs’ aggregate annual target total direct compensation is delivered in the form of long-term equity incentives
Long-term equity incentives reward absolute long-term stock price appreciation, promote long-term retention, provide incentives based on the attainment of performance objectives that are key indicators of our growth and long-term success, and align our NEOs’ interests with those of our stockholders
Long-term equity incentives consist of performance-based restricted stock units (PRSUs) and time-based restricted stock units (RSUs). The award mix consists of 60% PRSUs and 40% RSUs for our CEO, and 50% PRSUs and 50% RSUs for all other NEOs
Redesigned our PRSU program for fiscal year 2022—PRSUs pay out after the end of a three-year performance period, based on our three-year relative TSR performance, and our net bookings and operating income performance measured annually over the three-year performance period
Target vesting of relative TSR PRSUs is tied to above-median performance (55th percentile)
RSUs vest over thirty-five months and PRSUs cliff vest at the end of the three-year performance period

(1) Excluding Mr. Suh, who joined EA on March 1, 2022.

Fiscal Year 2022 Annual Equity Awards

Annual equity awards for fiscal year 2022 were granted in June 2021 to our NEOs at the time and consisted of a mix of performance-based and time-based RSUs. Mr. Suh joined EA in March 2022 and did not receive a fiscal year 2022 annual equity award. The terms of Mr. Suh’s fiscal year 2022 new hire equity award are described under the heading “—Fiscal Year 2022 Compensation for Our New CFO” above. 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.

CEO Mix All Other NEOs’ Equity Mix(1)
     

(1) Excluding Mr. Suh, who joined EA on March 1, 2022.

Looking ahead to fiscal year 2023:
Beginning in fiscal year 2023, the annual equity award for our CFO and COO will consist of 60% PRSUs and 40% RSUs, consistent with the current annual equity award mix for our CEO.

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COMPENSATION DISCUSSION & ANALYSIS

Target Value of Fiscal Year 2022 Annual Equity Awards

In May 2021, the Compensation Committee, and the Board of Directors for Mr. Wilson, approved fiscal year 2022 annual equity awards for our NEOs at the time based on their evaluation of Company performance; each NEO’s role and responsibilities; individual performance; retention considerations; competitive market practices, including comparative market data; and internal compensation alignment among our executive officers. In determining award size, the Compensation Committee and the Board of Directors also considered competitive recruiting pressures and the NEOs’ leadership in response to the ongoing challenges of the COVID-19 pandemic.

The following table shows the target value of the annual equity awards granted to our NEOs on June 16, 2021, as approved by the Compensation Committee on May 19, 2021, and the Board of Directors on May 20, 2021, for Mr. Wilson. The values set forth below were converted into a number of PRSUs or RSUs, as applicable, based on the June 16, 2021 closing price of our common stock of $142.60, rounded down to the nearest whole unit. Mr. Suh joined EA in March 2022 and did not receive a fiscal year 2022 annual equity award. The terms of Mr. Suh’s fiscal year 2022 new hire equity award are described under the heading “—Fiscal Year 2022 Compensation for Our New CFO” above.

      TARGET PRSUs
($)
      RSUs
($)
Mr. Wilson 10,800,000 7,200,000
Ms. Miele 5,000,000 5,000,000
Mr. Moss 4,200,000 4,200,000
Mr. Bruzzo 4,200,000 4,200,000
Mr. Jorgensen 4,800,000 4,800,000

Performance-Based Restricted Stock Units

In May 2021, the Compensation Committee approved substantive changes to our fiscal year 2022 PRSU program. These changes were made after considering feedback from stockholders. As described in our fiscal year 2021 proxy statement, two common themes we heard from stockholders were that (1) our PRSU program should incorporate financial and operating metrics in addition to relative TSR, and (2) the annual vesting feature of our PRSU program was contrary to the long-term nature of the program.

The key changes and features of our fiscal year 2022 PRSU program are highlighted below.

Added two operating metrics—net bookings and operating income: We transitioned from a program that pays out annually based solely on our Relative TSR performance measured over one-, two-, and three-year measurement periods, to a program that pays out after the end of a three-year performance period, based on our three-year Relative TSR performance, and our net bookings and operating income performance measured annually over the three-year performance period.

Three-year cliff vesting: PRSU awards cliff vest after the end of the three-year performance period to encourage our executives to focus on long-term stock price performance and to promote long-term retention.

We selected net bookings and operating income as the operating metrics for the reasons below.

Net bookings and operating income are key indicators of our top-line and bottom-line performance and balance growth and investment spending to deliver long-term results and generate stockholder return. These metrics provide our NEOs and management team with increased control over performance as compared to relative TSR and align our long-term incentive program with our broader business strategy, while maintaining strong alignment to results for our stockholders.

Attainment of annual metrics is based on organic growth: Contributions from mergers and acquisitions do not count towards achievement of net bookings and operating income metrics unless they already were included in the targets set forth for the relevant measurement period.

Fiscal Year 2022 PRSU Program Structure

     

EARNED
PRSUs VEST
MAY 16, 2024


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COMPENSATION DISCUSSION & ANALYSIS

TRANCHES AND VEST DATE

Each tranche of the PRSU award is eligible to vest based on the achievement of:

Relative TSR performance over a three-year performance period covering fiscal years 2022 through 2024;

Annual net bookings performance for each fiscal year during the three-year performance period; and

Annual operating income performance for each fiscal year during the three-year performance period.

Any earned PRSUs are eligible to cliff vest after the end of the three-year performance period on May 16, 2024 (the “Vest Date”), subject to the NEO’s continued employment on this date.

NET BOOKINGS PRSUs AND OPERATING INCOME PRSUs:

Payout Scale: The number of Net Bookings PRSUs and Operating Income PRSUs that are earned and eligible to vest will range from 0% to 200% of the target number of PRSUs for the applicable sub-tranche, in accordance with the payout scale below.


      BELOW THRESHOLD       THRESHOLD       TARGET       MAXIMUM
Net Bookings (as a % of Financial Plan(1)) < 90% ≥ 90% ≥ 100% ≥ 110%
Operating Income (as a % of Financial Plan(1)) < 88% ≥ 88% ≥ 100% ≥ 112%
Payout Percentage(2) (as a % of Target) 0% 50% 100% 200%
(1)

Financial Plan is the Company’s Board-approved financial plan for each relevant fiscal year.

(2)

The payout percentage is expressed as a % of target for each sub-tranche; the payout percentage for achievement between the percentages designated above will be interpolated on a straight-line basis.

 

Fiscal Year 2022 Performance: Based on achievement of the fiscal year 2022 net bookings and operating income performance goals relative to target, the payout percentage for these PRSUs will be 114% and 180%, respectively. These PRSUs will vest on May 16, 2024, subject to the NEO’s continued employment on this date, and will be reflected in the applicable compensation tables included in our fiscal year 2025 proxy statement.


      THRESHOLD       TARGET       MAXIMUM       ACTUAL RESULTS
Net Bookings (in billions)     $ 6.593       $ 7.325       $ 8.058              $ 7.430       
Non-GAAP Operating Income (in billions) $ 1.982 $ 2.252 $ 2.522 $ 2.467
Payout Percentage (as % of target) 50% 100% 200% 147%

Appendix A to this Proxy Statement provides a reconciliation between our non-GAAP financial measures and our audited financial statements.

RELATIVE TSR PRSUs:

Payout Scale: The number of Relative TSR PRSUs that are earned and eligible to vest on May 16, 2024 will range from 0% to 200% of target. Target vesting of Relative TSR PRSUs is tied to above-median performance compared to the Nasdaq-100 Index. No Relative TSR PRSUs will be earned if our Relative TSR percentile is below the 25th percentile and payouts are capped at 200% of target, subject to the negative TSR cap described below.


      PERFORMANCE       PAYOUT(1) (AS % OF
TARGET PRSUs)
Below Threshold 0-24th percentile 0%
Threshold 25th percentile 30%
Target 55th percentile 100%
Maximum 90th percentile 200%
(1)

The payout percentage for performance between the 25th and 90th percentiles will be interpolated on a straight-line basis.

 

Negative TSR Cap: If our TSR is negative on an absolute basis at the end of the three-year performance period, the number of Relative TSR PRSUs that can be earned is capped at 100% of target, regardless of whether the Company’s Relative TSR percentile is ranked above the 55th percentile at the end of the three-year performance period.

Restricted Stock Units

RSUs reward absolute long-term stock price appreciation, promote retention, facilitate stock ownership, and align our NEOs’ interests with those of our stockholders.

RSU awards granted to our NEOs as part of their fiscal year 2022 annual equity awards cliff vest as to 50% of the award eleven months following the grant date, with 12.5% of the award vesting every six months thereafter until the award is fully vested.

40% of the total target value of our CEO’s annual equity award was made in the form of RSUs, and 50% of the total target value of each of our other NEOs’ annual equity awards was made in the form of RSUs.


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COMPENSATION DISCUSSION & ANALYSIS

Vesting of Performance Awards with Performance Periods Ending in Fiscal Year 2022

The following disclosure is with respect to PRSUs granted in fiscal years 2020 and 2021 that were earned at the end of fiscal year 2022 based on our Relative TSR performance. Although the relevant performance goals were satisfied, the awards discussed below did not vest until May 2022 and, as a result, the vesting will be reflected in the applicable compensation tables included in our fiscal year 2023 proxy statement. See our fiscal year 2021 proxy statement for a description of the awards included in this year’s compensation tables.

As described in our fiscal year 2021 and fiscal year 2020 proxy statements, our fiscal year 2021 and fiscal year 2020 PRSUs vest based solely on our relative TSR performance. Each of the fiscal year 2020 and 2021 PRSU awards is comprised of three tranches. The first, second, and third tranches of each award are eligible to vest after the conclusion of 12-month, 24-month and 36-month measurement periods, respectively, that correspond to our fiscal year or years (each, a “Vesting Measurement Period”), based on our Relative TSR percentile over the applicable Vesting Measurement Period. Target vesting is tied to above-median performance compared to the Nasdaq-100 Index. If our Relative TSR percentile is at the 60th percentile at the end of a Vesting Measurement Period, 100% of the target PRSUs for the applicable tranche will be earned. The percentage of PRSUs earned will be adjusted upward by 3% or downward by 2% for each percentile above or below the 60th percentile, respectively, with the percentage of PRSUs earned ranging from 0% to 200% of target, with no PRSUs earned if our Relative TSR percentile is below the 11th percentile. 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”).

The graphic below illustrates the percentage of target PRSUs for the (1) second tranche of the fiscal year 2021 PRSU awards, and (2) third tranche of the fiscal year 2020 PRSU awards, in each case, that were earned for the 24-month and 36-month measurement periods ending April 2, 2022, respectively, and that vested in May 2022.

   

MEASUREMENT
PERIOD

   

BEGINNING
AVERAGE STOCK
PRICE (90 DAY
AVERAGE)

   

ENDING
AVERAGE STOCK
PRICE (90 DAY
AVERAGE)

   

EA TSR

   

RELATIVE TSR
PERCENTILE

   

VEST DATE

   

PERCENTAGE
OF TARGET
PRSUs VESTED
MAY 2022

 

FY 2021 Award
(FY 2021 - FY 2023)
Granted June 2020

Tranche Two:
24-month
measurement period
ending April 2, 2022

$117.12

$130.93

11.8%

19th

May 2022
(Second
Vesting
Opportunity)

18%

 
 

FY 2020 Award
(FY 2020 - FY 2022)
Granted June 2019

Tranche Three:
36-month
measurement period
ending April 2, 2022

$95.27

$130.93

37.4%

43rd

May 2022
(Third Vesting
Opportunity)

66%

 

As an incentive to keep our executives focused on long-term TSR performance and to balance the overall payout opportunity, our PRSU program for fiscal years 2020 and 2021 provided an opportunity for our executives to earn PRSUs at the second and third Vesting Opportunities that were not earned at the first and second Vesting Opportunities, respectively, in an amount capped at 100% of the target number of PRSUs unearned from the previous Vesting Opportunities (“Remaining Award Units”). Shares subject to any Remaining Award Units are earned only if our Relative TSR percentile improves over the subsequent cumulative 24-month and/or 36-month Vesting Measurement Periods for the award. Under this scenario, all unearned PRSUs in excess of the target number of PRSUs eligible to be earned are forfeited. We eliminated this lookback feature from our equity program beginning with our fiscal year 2022 PRSU awards.

Appendix A to this Proxy Statement provides a reconciliation between our non-GAAP financial measures and our audited financial statements. For more information regarding our use of non-GAAP financial measures for our compensation programs, please refer to the information provided under the heading “About Non-GAAP Financial Measures” in Appendix A below.

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COMPENSATION DISCUSSION & ANALYSIS

Benefits and Retirement Plans

We provide a wide array of employee benefit programs to our regular employees, including our NEOs, based upon their country of employment. In the United States, our employee benefit programs for eligible employees include medical, dental, prescription drug, vision care, disability insurance, life insurance, accidental death, and dismemberment (“AD&D”) insurance, flexible spending accounts, business travel accident insurance, an educational reimbursement program, an adoption assistance program, an employee assistance program, an employee stock purchase plan, paid time off, and relocation assistance.

We offer retirement plans to our employees based upon their country of employment. In the United States, our employees, including our NEOs, are eligible to participate in a tax-qualified 401(k) plan, with a Company discretionary matching contribution of up to 6% of eligible compensation. The amount of the total matching contribution is determined based on the Company’s fiscal year performance. We also maintain a nonqualified deferred compensation plan in which executive-level employees, including our NEOs and our directors, are eligible to participate. None of our NEOs participated in the deferred compensation plan during fiscal year 2022.

Perquisites and Other Personal Benefits

While our NEOs generally receive the same benefits that are available to our other regular employees, they also receive certain additional benefits, including access to a Company-paid physical examination program, and greater maximum benefit levels for life insurance, AD&D, and long-term disability coverage. We consider these benefits to be standard components of a competitive executive compensation package. Our 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. We also offer our NEOs the opportunity to receive cybersecurity services to protect their privacy, home networks, and devices, where they may conduct EA business. Company reimbursed or provided air and ground transportation generally is limited to business travel.

Other Compensation Practices and Policies

Change in Control Arrangements and Severance

Our executives with a ranking of senior vice president and above are eligible to participate in the Electronic Arts Inc. Amended and Restated Change in Control Severance Plan (the “CIC Plan”). The CIC Plan was last amended in November 2021 and provides “double-trigger” severance benefits if participants incur a qualifying termination of employment in connection with a change in control. As part of the plan review, the Compensation Committee’s independent consultant undertook a market check of the severance benefits and noted that they were in line with the practices of our peer group. For more information on the CIC Plan, please refer to the information included under “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” below.

We also maintain a severance plan (the “Severance Plan”) that applies generally to our regular full-time U.S.-based employees. Under the Severance Plan, eligible employees (including our executive officers) whose employment is involuntarily terminated in connection with a reduction in force may receive a cash severance payment and premiums for continued health benefits, if such benefits are continued pursuant to COBRA. Any severance arrangements with our NEOs, whether paid pursuant to the Severance Plan or otherwise, require the prior approval of the Compensation Committee. In the event of a change in control of the Company, any cash severance payable under the Severance Plan may be reduced, in whole or in part, by any amount paid under the CIC Plan.

Stock Ownership Holding Requirements for Section 16 Officers

Section 16 officers must maintain stock ownership equal to the minimum ownership requirements in our stock ownership guidelines. Please see the section of this Proxy Statement under “Stock Ownership Information—Stock Ownership Requirements—Section 16 Officers” below for additional information on these requirements.

Compensation Recovery (Clawbacks)

Our Board of Directors adopted an expanded Clawback Policy in February 2021. The expanded Clawback Policy applies to current and former Section 16 officers of the Company. Under the expanded Clawback Policy, if the Company is required to restate its financial results and the Board of Directors (or a committee thereof) determines that a covered officer engaged in an act of misconduct that resulted in the restatement, the Board of Directors (or a committee thereof) has the authority to recoup any excess incentive compensation (including cash and equity incentives) paid to a covered officer during the three years before the restatement.

In addition, our equity award agreements provide that if an employee engages in fraud or other misconduct that contributes to an obligation to restate the Company’s financial statements, the Compensation Committee may terminate the equity award and recapture any equity award proceeds received by the employee within the 12-month period following the public issuance or filing of the financial statements required to be restated.

Risk Considerations

The Compensation Committee considers, in establishing and reviewing our compensation programs, whether the programs encourage unnecessary or excessive risk taking and has concluded that they do not. See the section of this Proxy Statement entitled “Board’s Role and Responsibilities–Oversight of Risk Issues—Compensation Risk Assessment” above for an additional discussion of risk considerations.

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COMPENSATION DISCUSSION & ANALYSIS

Impact of Tax Treatment

The Tax Cuts and Jobs Act of 2017 (the “Tax Act”) amended Section 162(m) of the Internal Revenue Code by removing the exception for qualified performance-based compensation and expanding it to cover the chief financial officer, thereby reducing the potential for deductible executive compensation for 2017 and later years. Further, once any of our employees is considered a “covered employee” under Section 162(m) of the Internal Revenue Code, that person will remain a “covered employee” so long as the individual receives compensation from us.

We have not changed 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. 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.

Section 409A of the Internal Revenue Code imposes additional significant taxes and penalties on the individual if an executive officer, director, or other service provider is entitled to “deferred compensation” that does not comply with the requirements of Section 409A of the Internal Revenue Code. We have structured deferred compensation in a manner intended to comply with or be exempt from Section 409A of the Code, and the regulations and other guidance promulgated thereunder. We do not provide any executive officer, including any NEO, with any excise tax “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code.

Compensation Committee Report on Executive Compensation

The following Compensation Committee Report on Executive Compensation shall not be deemed to be “soliciting material” or to be “filed” with the SEC nor shall this information be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that EA specifically incorporates it by reference into a filing.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion & 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

Talbott Roche (Chair)
Leonard S. Coleman
Heidi Ueberroth

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Table of Contents

Executive Compensation Tables

Fiscal Year 2022 Summary Compensation Table

The following table shows information concerning the compensation earned by or awarded to our Chief Executive Officer, our current Chief Financial Officer, our former Chief Financial Officer, and our next three most highly compensated executive officers, in each case, for fiscal year 2022, and, where applicable, fiscal years 2021 and 2020. We refer to these individuals collectively as the “Named Executive Officers” or “NEOs.”

NAME AND PRINCIPAL POSITION
FOR FISCAL YEAR 2022
      FISCAL
YEAR
      SALARY
($)
      BONUS
($)
      STOCK
AWARDS
($)
(1)
     

NON-EQUITY
INCENTIVE PLAN
COMPENSATION
($)(2)

      ALL OTHER
COMPENSATION
($)
(3)
      TOTAL
($)
Andrew Wilson
Chief Executive Officer 2022 1,292,923 13,973,702 4,571,933 19,981 19,858,539
2021 1,249,615 32,870,225 5,000,000 45,980 39,165,820
2020 1,200,000 16,022,956 4,000,000 142,795 21,365,751
Chris Suh
Chief Financial Officer 2022 51,154 4,000,000 4,153,236 2,587 8,206,977
Laura Miele
Chief Operating Officer 2022 793,808 8,135,896 1,433,769 20,264 10,383,737
2021 752,928 8,637,819 1,773,162 19,248 11,183,157
2020 691,745 14,137,880 1,175,000 79,900 16,084,525
Kenneth Moss
Chief Technology Officer 2022 744,692 6,834,253 1,034,619 20,315 8,633,879
2021 715,716 7,558,024 1,420,296 18,905 9,712,941
2020 691,745 12,367,266 1,125,000 79,710 14,263,721
Chris Bruzzo
Chief Experience Officer 2022 744,692 6,834,253 1,222,731 20,044 8,821,720
2021 715,716 7,558,024 1,420,296 18,457 9,712,493
2020 691,745 5,340,920 1,125,000 71,597 7,229,262
Blake Jorgensen

Executive Vice President, Strategic
Projects; Former Chief Financial and
Operating Officer

2022 920,577 7,810,429 1,598,509 20,086 10,349,601
2021 891,346 8,637,819 2,211,333 18,226 11,758,724
2020 850,000 16,864,334 1,700,000 96,247 19,510,581
(1)

Represents the aggregate grant date fair value of RSUs and PRSUs calculated according to the assumptions set forth in the Fiscal Year 2022 Grants of Plan-Based Awards Table. Grant date fair value is determined for financial statement reporting purposes in accordance with FASB ASC Topic 718 and the amounts shown may not reflect the actual value realized by the recipient. PRSU values are included in this column to the extent that the PRSUs have a grant date under FASB ASC Topic 718 in the fiscal year. For purposes of the PRSUs, the grant date occurs when the applicable performance targets are set, and therefore this column includes the grant date fair value of 5/9ths of the target value of the fiscal year 2022 PRSUs, of which 1/3rd of the target award is based on a 3-year relative TSR metric target and 2/9ths of the target award is based on annual operating metric targets for fiscal year 2022.

For RSUs, grant date fair value is calculated using the closing price of our common stock on the grant date. For the portion of fiscal year 2022 PRSUs that vest based on the achievement of operating metrics, the grant date fair value reported is based upon the closing price of our common stock and the assessed probability of achievement of the operating metrics, on the grant date. For the 3-year relative TSR portion of fiscal year 2022 PRSUs, the grant date fair value reported is based upon the probable outcome of such conditions using a Monte-Carlo simulation model. For additional information regarding the valuation methodology for RSUs and PRSUs, see Note 15, “Stock-Based Compensation and Employee Benefit Plans,” to the Consolidated Financial Statements in our Annual Report. The PRSUs granted to our NEOs in fiscal year 2022 that vest based on our 3-year relative TSR performance are referred to as “Market-Based Restricted Stock Units” in Note 15, “Stock-Based Compensation and Employee Benefit Plans,” to the Consolidated Financial Statements in our Annual Report.

The actual vesting of the PRSUs will be between 0% and 200% of the target number of PRSUs granted. The grant date fair value of the PRSUs granted in fiscal year 2022, assuming the highest level of performance conditions will be achieved, is $13,547,655 for Mr. Wilson, $2,306,630 for Mr. Suh, $6,271,824 for Ms. Miele, $5,268,510 for Mr. Moss, $5,268,510 for Mr. Bruzzo, and $6,021,026 for Mr. Jorgensen. For additional information regarding the specific terms of the PRSUs granted to our NEOs in fiscal year 2022, see the “Fiscal Year 2022 Grants of Plan-Based Awards Table” below.

(2)

Represents amounts awarded to each NEO under the Executive Bonus Plan. For additional information about the annual performance cash bonuses paid to our NEOs in fiscal year 2022, see “Our NEOs’ Fiscal Year 2022 Compensation—Annual Performance Cash Bonus Awards” in the “Compensation Discussion and Analysis” above.

(3)

Amounts shown for fiscal year 2022 include (a) $1,270 in premiums paid on behalf of each NEO other than Mr. Suh, and $106 on behalf of Mr. Suh, under Company sponsored group life insurance, AD&D and long-term disability programs and (b) Company matching contributions under the Company’s 401(k) plan of $17,446, $808, $17,602, $17,538, $17,538, and $17,573 for Mr. Wilson, Mr. Suh, Ms. Miele, Mr. Moss, Mr. Bruzzo, and Mr. Jorgensen, respectively.


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Fiscal Year 2022 Grants of Plan-Based Awards Table

The following table shows information regarding non-equity incentive and equity incentive plan-based awards granted to our NEOs during fiscal year 2022.

ESTIMATED POSSIBLE PAYOUTS
UNDER NON-EQUITY INCENTIVE
PLAN AWARDS
(2)
ESTIMATED FUTURE PAYOUTS
UNDER
EQUITY INCENTIVE
PLAN AWARDS(3)
ALL OTHER
STOCK
AWARDS:
NUMBER OF
SHARES OF
STOCK OR
UNITS(4)
(#)
GRANT
DATE FAIR
VALUE OF
STOCK
AND
OPTION
AWARDS
($)
(5)
NAME     GRANT
DATE
    APPROVAL
DATE(1)
   

TARGET
($)

   

MAXIMUM
($)
    THRESHOLD
(#)
    TARGET
(#)
    MAXIMUM
(#)
       
Andrew Wilson
Annual Bonus Opportunity 2,586,667 5,173,333
PRSUs-rTSR 6/16/2021 5/20/2021 7,573 25,246 50,492 4,373,870
PRSUs-OM 6/16/2021 5/20/2021 4,208 16,830 33,660 2,399,958
RSUs 6/16/2021 5/20/2021 50,490 7,199,874
Chris Suh
PRSUs-rTSR 3/16/2022 2/9/2022 2,423 8,077 16,154 1,153,315
RSUs 3/16/2022 1/14/2022 24,232 2,999,922
Laura Miele
Annual Bonus Opportunity 873,583 1,747,167
PRSUs-rTSR 6/16/2021 5/19/2021 3,506 11,687 23,374 2,024,773
PRSUs-OM 6/16/2021 5/19/2021 1,948 7,792 15,584 1,111,139
RSUs 6/16/2021 5/19/2021 35,063 4,999,984
Kenneth Moss
Annual Bonus Opportunity 745,000 1,490,000
PRSUs-rTSR 6/16/2021 5/19/2021 2,945 9,817 19,634 1,700,795
PRSUs-OM 6/16/2021 5/19/2021 1,637 6,546 13,092 933,460
RSUs 6/16/2021 5/19/2021 29,453 4,199,998
Chris Bruzzo
Annual Bonus Opportunity 745,000 1,490,000
PRSUs-rTSR 6/16/2021 5/19/2021 2,945 9,817 19,634 1,700,795
PRSUs-OM 6/16/2021 5/19/2021 1,637 6,546 13,092 933,460
RSUs 6/16/2021 5/19/2021 29,453 4,199,998
Blake Jorgensen
Annual Bonus Opportunity 1,151,042 2,302,083
PRSUs-rTSR 6/16/2021 5/19/2021 3,366 11,220 22,440 1,943,865
PRSUs-OM 6/16/2021 5/19/2021 1,870 7,480 14,960 1,066,648
RSUs 6/16/2021 5/19/2021 33,660 4,799,916
(1)

Each grant was approved on the approval date indicated above by our Compensation Committee, or the Board of Directors for our CEO, for the grant on the specific grant date indicated above.

(2)

The amounts shown represent the target and maximum amount of annual performance cash bonus awards provided for under the Executive Bonus Plan for the NEOs. Mr. Suh joined EA on March 1, 2022 and was not eligible to participate in the plan for fiscal year 2022. The target amounts are pre-established as a percentage of salary and the maximum amounts represent 2x the target amounts, the maximum amount that could be paid to the NEO under the Executive Bonus Plan. For more information regarding our NEOs’ bonus targets for fiscal year 2022, an explanation of the amount of salary and bonus targets in proportion to total compensation and the actual performance cash bonus earned by each NEO for fiscal year 2022, see the section titled “Our NEOs’ Fiscal Year 2022 Compensation” in the “Compensation Discussion and Analysis” above.

(3)

Represents the threshold, target, and maximum units for PRSUs with a grant date under FASB ASC Topic 718 in fiscal year 2022. Because the grant date under FASB ASC Topic 718 occurs when the performance targets are approved, the reported number of PRSUs is calculated as the target number for the portion of the PRSUs for which performance targets were set in fiscal year 2022 (5/9ths of the fiscal year 2022 PRSUs for all NEOs except Mr. Suh, and 1/3rd for Mr. Suh). For the PRSUs that vest based on annual net bookings and operating income performance, the threshold is calculated assuming threshold performance was achieved for one of the metrics only. For all PRSUs, the maximum is calculated assuming maximum performance was met for all metrics. For purposes of this table, PRSUs-rTSR represent PRSUs that vest based on EA’s Relative TSR Percentile measured over a three-year performance period and PRSUs-OM represent PRSUs that vest based on the attainment of annual operating metric targets over a three-year performance period. If any of these PRSUs become eligible to vest, they will cliff vest after the end of the applicable three-year performance period (May 16, 2024 for all NEOs except Mr. Suh, and May 20, 2025 for Mr. Suh), subject to the NEO’s continuous employment with us on the applicable vest date.


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For additional information regarding the specific terms of the PRSUs granted in fiscal year 2022, see the sections titled “Our NEOs’ Fiscal Year 2022 Compensation—Long-Term Equity Incentives—Fiscal Year 2022 Annual Equity Awards—Performance-Based Restricted Stock Units” and “Fiscal Year 2022 Compensation for Our New CFO—New Hire Equity Award” in the “Compensation Discussion and Analysis” above.

(4)

Represents awards of RSUs. The RSUs granted to our NEOs other than Mr. Suh vested as to fifty percent (50%) of the units on May 16, 2022; the remainder of the units will vest in approximately equal increments every six months thereafter until the award is fully vested on May 16, 2024, subject to the NEO’s continued employment with us through each applicable vesting date. The New Hire RSUs granted to Mr. Suh on March 16, 2022 vest over three years, with one-third vesting on the first anniversary of the grant date, and one-sixth vesting every six months thereafter until the awards is fully vested. For additional information regarding the specific terms of the RSUs granted to our NEOs in fiscal year 2022, see the section titled “Our NEOs’ Fiscal Year 2022 Compensation—Long-Term Equity Incentives—Fiscal Year 2022 Annual Equity Awards—Restricted Stock Units” and “Fiscal Year 2022 Compensation for Our New CFO—New Hire Equity Award” in the “Compensation Discussion and Analysis” above.

(5)

Amounts determined pursuant to FASB ASC Topic 718. For grants of RSUs, represents the aggregate grant date fair value of RSUs calculated using the closing price of our common stock on the grant date. For grants of PRSUs that vest based on the achievement of operating metrics, the grant date fair value reported is based upon the closing price of our common stock and the assessed probability of achievement of the operating metrics, on the grant date. For grants of PRSUs that are subject to market conditions related to total stockholder return, the grant date fair value reported is based upon the probable outcome of such conditions using a Monte-Carlo simulation method. For a more detailed discussion of the valuation methodology and assumptions used to calculate grant date fair value, see Note 15 “Stock-Based Compensation and Employee Benefit Plans,” to the Consolidated Financial Statements in our Annual Report. The Relative TSR PRSUs granted to our NEOs in fiscal year 2022 are referred to as “Market-Based Restricted Stock Units” in Note 15 to the Consolidated Financial Statements in our Annual Report.

Outstanding Equity Awards at Fiscal Year 2022 Year-End Table

The following tables show information regarding outstanding stock options, RSUs, and PRSUs held by our NEOs as of the end of fiscal year 2022.

All outstanding equity awards were granted pursuant to our 2000 Equity Incentive Plan, as amended (the “2000 EIP”) or, for grants after August 8, 2019, our 2019 Equity Incentive Plan (the “2019 EIP”). The market value of the unvested RSUs and PRSUs is determined by multiplying the number of unvested units by $125.23, the per share closing price of the Company’s common stock on April 1, 2022, the last trading day of fiscal year 2022.

OPTION AWARDS(1)

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS (#)

OPTION
EXERCISE
PRICE
($)(E)
OPTION
EXPIRATION
DATE
(F)
NAME
(A)
     

OPTION
GRANT DATE

     

EXERCISABLE
(B)
      UNEXERCISABLE
(C)
           
Laura Miele 6/16/2014 10,275 35.70 6/16/2024
Kenneth Moss 7/16/2014 122,850 37.12 7/16/2024
Chris Bruzzo 9/16/2014 9,902 37.02 9/16/2024
(1)

All outstanding options were vested and exercisable as of April 2, 2022, the last day of fiscal year 2022.


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STOCK AWARDS
NAME
(A)
     GRANT DATE      NUMBER OF
SHARES OR
UNITS OF
STOCK THAT
HAVE NOT
VESTED
(#)(G)
     MARKET VALUE
OF SHARES OR
UNITS OF STOCK
THAT HAVE
NOT VESTED
($)(H)
     EQUITY INCENTIVE
PLAN AWARDS:
NUMBER OF
UNEARNED
SHARES, UNITS
OR OTHER RIGHTS
THAT HAVE NOT
VESTED
(#)(I)
     EQUITY INCENTIVE
PLAN AWARDS:
MARKET OR PAYOUT
VALUE OF UNEARNED
SHARES, UNITS OR
OTHER RIGHTS
THAT HAVE NOT
     VESTED
($)(J)
Andrew Wilson 6/16/2021 25,246(1) 3,161,557
6/16/2021 24,740(2) 3,098,190
6/17/2019 17,849(3) 2,235,230
6/16/2020 8,589(4) 1,075,600 121,213(5) 15,179,504
6/17/2019 13,522(6) 1,693,360
6/16/2020 47,721(6) 5,976,101
6/16/2021 50,490(7) 6,322,863
Chris Suh 3/16/2022 2,423(8) 303,432
3/16/2022 24,232(9) 3,034,573
Laura Miele 6/16/2021 11,687(1) 1,463,563
6/16/2021 11,454(2) 1,434,384
6/17/2019 6,544(3) 819,505
11/18/2019 46,001(10) 5,760,705
6/16/2020 1,908(4) 238,939 26,937(5) 3,373,321
6/17/2019 4,958(6) 620,890
6/16/2020 15,907(6) 1,992,034
6/16/2021 35,063(7) 4,390,939
Kenneth Moss 6/16/2021 9,817(1) 1,229,383
6/16/2021 9,622(2) 1,204,963
6/17/2019 6,544(3) 819,505
11/18/2019 36,144(10) 4,526,313
6/16/2020 1,670(4) 209,134 23,569(5) 2,951,546
6/17/2019 4,958(6) 620,890
6/16/2020 13,918(6) 1,742,951
6/16/2021 29,453(7) 3,688,399
Chris Bruzzo 6/16/2021 9,817(1) 1,229,383
6/16/2021 9,622(2) 1,204,963
6/17/2019 5,949(3) 744,993
6/16/2020 1,670(4) 209,134 23,569(5) 2,951,546
6/17/2019 4,507(6) 564,412
6/16/2020 13,918(6) 1,742,951
6/16/2021 29,453(7) 3,688,399
Blake Jorgensen 6/16/2021 11,220(1) 1,405,081
6/16/2021 10,995(2) 1,376,904
6/17/2019 8,924(3) 1,117,553
11/18/2019 49,287(10) 6,172,211
6/16/2020 1,908(4) 238,939 26,937(5) 3,373,321
6/17/2019 6,761(6) 846,680
6/16/2020 15,907(6) 1,992,034
6/16/2021 33,660(7) 4,215,242
(1)

Represents the PRSUs granted in June 2021 that vest based on our Relative TSR performance over the three-year performance period covering fiscal years 2022 through 2024. Any earned PRSUs are eligible to vest on May 16, 2024. For additional information regarding the specific terms of these PRSUs, see the discussion under the section titled “Our NEOs’ Fiscal 2022 Compensation—Long-Term Equity Incentives—Fiscal Year 2022 Annual Equity Awards—Performance-Based Restricted Stock Units” in the “Compensation Discussion and Analysis” above.

(2)

For the PRSUs granted in June 2021 that vest based on performance against annual operational metrics, the amount includes only PRSUs relating to the portion of the award for which the fiscal year 2022 performance targets were approved and reflects the number of PRSUs earned based on performance against the fiscal year 2022 goals. Any earned PRSUs are eligible to vest on May 16, 2024. The portion of the PRSUs that vest based on net bookings and operating income targets



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for fiscal years 2023 and 2024 will be disclosed in the compensation tables for the fiscal year in which the related performance targets are approved. For additional information regarding the specific terms of these PRSUs, see the discussion under the section titled “Our NEOs’ Fiscal 2022 Compensation—Long-Term Equity Incentives—Fiscal Year 2022 Annual Equity Awards—Performance-Based Restricted Stock Units” in the “Compensation Discussion and Analysis” above.

(3)

Represents the third tranche of PRSUs granted in June 2019 that were earned based on EA’s Relative Nasdaq-100 TSR Percentile for the 36-month measurement period ending April 2, 2022. The earned PRSUs vested on May 17, 2022. For additional information regarding the specific terms of the PRSUs granted to our NEOs, including the actual percentage attainment for the PRSUs that were earned at the end of fiscal year 2022 and vested in May 2022, see the discussion under the section titled “Our NEOs’ Fiscal Year 2022 Compensation—Long-Term Equity Incentives—Vesting of Performance Awards with Performance Periods Ending in Fiscal Year 2022” in the “Compensation Discussion and Analysis” above.

(4)

Represents the second tranche of PRSUs granted in June 2020 that were earned based on EA’s Relative Nasdaq-100 TSR Percentile for the 24-month measurement period ending April 2, 2022. The earned PRSUs vested on May 16, 2022. For additional information regarding the specific terms of the PRSUs granted to our NEOs, including the actual percentage attainment for the PRSUs that were earned at the end of fiscal year 2022 and vested in May 2022, see the discussion under the section titled “Our NEOs’ Fiscal Year 2022 Compensation—Long-Term Equity Incentives—Vesting of Performance Awards with Performance Periods Ending in Fiscal Year 2022” in the “Compensation Discussion and Analysis” above.

(5)

Represents the third tranche of PRSUs granted in June 2020 assuming target achievement, plus Remaining Award Units for each of the first and second tranches. These PRSUs (plus, if applicable, any Remaining Award Units) are available to be earned at the end of the 36-month measurement period ending April 1, 2023 based on EA’s Relative Nasdaq-100 TSR Percentile for such measurement period. Any earned PRSUs are eligible to vest in May 2023. For additional information regarding the terms of these PRSUs, see the discussion under the section titled “Our NEOs’ Fiscal Year 2022 Compensation—Long-Term Equity Incentives—Vesting of Performance Awards with Performance Periods Ending in Fiscal Year 2022” in the “Compensation Discussion and Analysis” above.

(6)

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.

(7)

Represents an award of RSUs that vested or will vest as to one-half of the units one month prior to the first anniversary of the grant date, with 12.5% of the award vesting every six months thereafter until the award is fully vested.

(8)

Represents the PRSUs granted in March 2022 that vest based on our Relative TSR performance over the three-year performance period covering fiscal years 2023 through 2025. Any earned PRSUs are eligible to vest on May 20, 2025. The PRSUs that were granted to Mr. Suh in March 2022 and vest based on annual net bookings and operating income performance for fiscal years 2023, 2024, and 2025 will be disclosed in the compensation tables for the fiscal year in which the related performance targets are approved. For additional information regarding the specific terms of the PRSUs granted in March 2022, see the discussion under the section titled “Fiscal Year 2022 Compensation for Our New CFO—New Hire Compensation—New Hire Equity Award” in the “Compensation Discussion and Analysis” above.

(9)

Represents an award of RSUs that vested or will vest as to one-third of the units on 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.

(10)

Represents the second tranche of the November 2019 PRSUs, assuming target achievement, plus Remaining Award Units for the first tranche of the award. Any earned PRSUs are eligible to vest on November 18, 2023, based on EA’s Relative Nasdaq-100 TSR Percentile for the second measurement period beginning September 29, 2019 and ending September 30, 2023.

Fiscal Year 2022 Option Exercises and
Stock Vested Table

The following table shows all stock options exercised and the value realized upon exercise, as well as all RSUs and PRSUs that vested, and the value realized upon vesting by our NEOs during fiscal year 2022.

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 250,978 35,406,817
Chris Suh
Laura Miele 3,431 365,196 68,691 9,522,087
Kenneth Moss 118,934 16,757,472
Chris Bruzzo 9,500 992,940 38,280 5,317,312
Blake Jorgensen 162,309 22,883,396
(1)

The value realized upon the exercise of stock options is calculated by: (a) subtracting the option exercise price from the market value of EA common stock on the date of exercise to determine the realized value per share, and (b) multiplying the realized value per share by the number of shares of EA common stock underlying the options exercised.

(2)

Represents shares of EA common stock released upon vesting of RSUs, PRSUs, and performance-based incremental restricted stock units (PIRSUs) during fiscal year 2022. The PIRSUs were granted to Messrs. Wilson, Moss, and Jorgensen. As described in our fiscal year 2021 proxy statement, PIRSUs were earned after the end of a four-year performance period covering fiscal years 2018 through 2021 and vested in May 2021.

(3)

The value realized upon vesting of RSUs, PIRSUs, and PRSUs is calculated by multiplying the number of units vested by the closing price of EA common stock on the trading day prior to the vesting date.


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Potential Payments Upon Termination or
Change in Control

Termination of Employment

Our NEOs have not entered into employment agreements with the Company. In connection with a termination of employment, all outstanding equity awards held by our NEOs will be forfeited unless the applicable NEO’s employment is terminated for reasons due to death, disability, or in connection with a change in control of the Company.

Treatment of Equity Awards Upon Death or Disability

Time-Based RSUs. Our equity award agreements for all award recipients, including our NEOs, provide that any unvested RSUs will vest in full on the date of a participant’s death, as long as the participant has been employed by us for at least 12 months prior to the date of death. In addition, our award agreements provide that if a participant’s employment terminates due to disability after the first anniversary of the grant date for an award, a pro-rata portion of the next tranche of RSUs scheduled to vest after the termination date will vest as of the date of such termination. The purpose of the accelerated vesting is to assist the employee’s family given a death or disability can have a devastating financial impact.

Performance-Based RSUs. The equity award agreements for our PRSUs provide that in the event of an NEO’s death, any unvested PRSUs as of the date of death will remain eligible to vest on the regularly scheduled vest dates for the applicable award, based on actual performance, as long as the NEO has been employed by us for at least 12 months prior to the date of death. The same treatment applies if an NEO terminates employment due to disability, except that the number of unvested PRSUs that remain eligible to vest on the regularly scheduled vest dates for the applicable award is determined on a pro-rata basis, based on the number of months worked by the NEO from the beginning of the performance period through the date of termination, divided by the number of months in the applicable measurement period.

Termination of Employment in Connection with a Change in Control

Electronic Arts Change in Control Severance Plan

Our NEOs participate in the Electronic Arts Inc. Amended and Restated Change in Control Severance Plan (the “CIC Plan”). The CIC Plan is a “double-trigger” plan, which provides Senior Vice Presidents and above with payments and benefits if their employment is terminated without “cause” or if they resign for “good reason” (each, as defined in the CIC Plan) during the three-month period preceding or 18-month period following a change in control of the Company (and the Compensation Committee determines the termination of employment was made in connection with the change in control) (a “Qualifying Termination”). The CIC Plan payments and benefits include a lump sum cash severance payment, consisting of 1.5 times (or 2 times for the CEO) the sum of the NEO’s annual base salary, as in effect immediately prior to the date of termination, and the NEO’s target annual cash bonus opportunity for the year of termination, a payment equal to the applicable monthly COBRA premium for continued health benefits for 18 months (or 24 months for our CEO), and full vesting of all outstanding and unvested equity awards, other than performance-based equity awards, the vesting of which is governed by the terms of the applicable equity award agreements, as described below. As a condition to our NEOs' right to receive the payments and benefits provided under the CIC Plan, the NEO is required to execute a release of claims against the Company (unless the requirement is waived) that includes a non-defamation provision.

The 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 Sections 280G and 4999 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, then his or her payment will be reduced accordingly.

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EXECUTIVE COMPENSATION TABLES

Performance-Based RSUs

Pursuant to the terms of PRSU awards, if a change in control of the Company occurs prior to the expiration of the performance period and the NEO remains employed by the Company or the Company’s successor entity, the PRSUs may vest on their scheduled vesting date(s) following the change in control of the Company. The number of outstanding and unvested PRSUs that remain eligible to vest on the applicable vest dates (or vesting opportunities), which we refer to as “Eligible Units,” will be determined based on actual or target performance, as follows.

FY2020 and FY2021
Relative TSR PRSUs