Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Performance-Based Restricted Stock Unit Awards
On November 5, 2019, the Compensation Committee (the “Committee”) of Electronic Arts Inc. (“EA” or the “Company”) approved the terms of performance-based restricted stock unit awards (the “PRSUs”) to be granted on November 18, 2019 to our named executive officers: Chief Operating Officer and Chief Financial Officer Blake Jorgensen, Chief Studios Officer Laura Miele, and Chief Technology Officer Kenneth Moss. The purpose of the awards is to retain and incentivize these key executives, whom the Committee believes are critical to the Company’s ability to achieve its long-term strategic plan. No other member of the Company’s executive team received such grants.
The Committee approved a grant date target award value of $7.5 million for Mr. Jorgensen, $7 million for Ms. Miele, and $5.5 million for Mr. Moss. The target award value will be converted into PRSUs over an equivalent number of shares of EA’s common stock rounded down to the nearest whole share based on EA’s closing price on the date of grant, November 18, 2019.
The PRSUs will be subject to the terms of the EA’s 2019 Equity Incentive Plan, and the terms set forth in the applicable PRSU agreement, which are substantially the same as the PRSUs granted as part of the Company’s annual equity awards (as disclosed in the Company’s Current Report on Form 8-K filed on May 20, 2019 and the Company’s Proxy Statement filed on June 21, 2019), with the exception of the performance measurement and vesting measurement periods. The PRSUs will have a four-year performance measurement period, commencing with the third quarter of fiscal year 2020 and terminating with the second quarter of fiscal year 2024. In addition, the PRSUs will have two vesting measurement periods: a cumulative eight quarter period commencing with the third quarter of fiscal year 2020 and terminating with the second quarter of fiscal year 2022, and a cumulative sixteen quarter period commencing with the third quarter of fiscal year 2020 and terminating with the second quarter of fiscal year 2024. The vesting of the PRSUs is tied to the Company’s relative total stockholder return with 50% of the units available to vest in November 2021 and the remaining 50% of the units available to vest in November 2023.
The foregoing description of the PRSUs does not purport to be complete and is qualified by reference to the form of PRSU award agreement, a copy of which is filed as Exhibit 10.1 hereto, and is incorporated by reference herein.