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

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 ELECTRONIC ARTS INC.
(Name of Registrant as Specified in its Charter)

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Letter from our CEO and Incoming Board Chair
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Dear Fellow Stockholders,
We hope that you and your families are well. During our fiscal year 2021, we navigated through the largest public health crisis of the last 100 years. We also participated in a number of important cultural conversations in our world. Through many challenges, we’re proud of how Electronic Arts delivered for our employees, players, communities, and stockholders in fiscal 2021, and positioned ourselves for continued growth and impact in the years ahead.
We Executed our Strategic Priorities While Supporting our People
Our management team acted swiftly and decisively through the year with a focus on the health and well-being of our workforce. Early in the pandemic, we directed our teams to work from home, suspended travel, and adopted new digital collaboration tools. Internal teams were formed to manage the response, we increased the frequency of our communications and employee surveys, and rolled out temporary benefit programs supporting our people and their families. While prioritizing the safety and wellbeing of our global workforce, we continued to execute against our strategic pillars. We launched 13 major games, including many that were supported by robust live services, and led the way with innovative games for a new generation of consoles. We added tens of millions of new players to our global network, and we scaled our subscription offering to new platforms. We also completed three acquisitions to complement our strategy and contribute to future growth. In delivering these achievements, we significantly exceeded our initial revenue, net bookings, and operating cash flow guidance for the fiscal year. The Board is incredibly proud of the extraordinary determination by each and every employee of Electronic Arts, and the incredible resilience of our teams during an unprecedented period.
We Listened to Feedback and Implemented Changes to Compensation Programs
This year, we scaled our engagement efforts, and gained valuable insights from conversations with you about our compensation programs and other matters. We appreciate the time and feedback you shared with us. We are implementing changes to our compensation programs based on that feedback. Detail on these changes can be found starting on page 32 of this Proxy Statement.
Recognizing Larry Probst, our Board Chair
Last month, we announced that Larry Probst is stepping down as Chair of our Board of Directors. Larry’s had an incredible impact on our company. During his tenure as an executive and CEO, he led a transformation of our business and our leadership in the industry. His vision drove our global expansion, brought us to new platforms and led to the launch of groundbreaking franchises and genre-defining experiences. For more than 30 years, Larry has been a colleague, a mentor, and a dedicated advocate for so many at Electronic Arts. While he has set the bar very high, I am humbled and honored to have been nominated to succeed him and take on the Board Chair role. Thank you, Larry, for everything you have done for our company and the industry.
Positioned to Lead in the Transformations Ahead
Looking ahead, this is an exciting time of evolution and transformation in the interactive entertainment industry. Two fundamental secular trends have accelerated through the past year, with social interaction moving from physical to digital, and the consumption of sports and entertainment moving from linear to interactive. We are right at the intersection of these two powerful shifts, and we are well-positioned to lead with our deeply talented teams, unmatched portfolio of leading franchises and IP, and cutting-edge technology powering continued growth.
We’re proud of Electronic Arts’ performance in service of our employees, players, communities, and stockholders during a challenging year for everyone. On behalf of the Board, we thank you for your investment and wish you and your families good health.
Sincerely,
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Andrew Wilson
Chief Executive Officer and Incoming Board Chair
2021 Proxy Statement
1


Notice of Annual Meeting of Stockholders
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Date and Time
August 12, 2021 (Thursday)
2:00 pm (Pacific)
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Location
Virtually at
www.virtualshareholdermeeting.com/EA2021
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Who Can Vote
Stockholders as of June 18, 2021
are entitled to vote.

Voting Items
Proposals
Board Vote
Recommendation
For Further
Details
1. To elect eight members of the Board of Directors to hold office for a
one-year term.
“FOR” each director nominee
Page 74
2. To conduct an advisory vote to approve named executive officer compensation. “FOR”
Page 75
3. To ratify the appointment of KPMG LLP as our independent public registered accounting firm for the fiscal year ending March 31, 2022. “FOR”
Page 76
4. To amend and restate our Certificate of Incorporation to permit stockholders to act by written consent. “FOR”
Page 77
5. To consider and vote upon a stockholder proposal, if properly presented at the Annual Meeting. “AGAINST”
Page 79
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 2021 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 to protect our stockholders and employees 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 82 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.
By Order of the Board of Directors,
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Jacob J. Schatz
Executive Vice President, General Counsel and Corporate Secretary
How to Vote
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Online Before the Meeting Telephone Mail Online at the Meeting
Visit www.proxyvote.com and follow the instructions provided in the Notice.
Follow the instructions provided on your proxy card or voting instruction card.
Submit your proxy by mail by signing your proxy card, and mail it in the enclosed, postage-paid-envelope.
Attend the Annual Meeting virtually at www.virtualshareholdermeeting.com/EA2021 and follow the instructions on the website.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on August 12, 2021.
Please note that this Proxy Statement, as well as our Annual Report on Form 10-K (the “Annual Report”) for fiscal year ended March 31, 2021, is available at http://ir.ea.com.
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Table of Contents
Recommendations:
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Page In this Proxy Statement, we may make forward-looking statements regarding future events or the future financial performance of the Company. We use words such as “anticipate,” “believe,” “expect,” “intend,” “estimate,” “plan,” “predict,” “seek,” “goal,” “will,” “may,” “likely,” “should,” “could” (and the negative of any of these terms), “future” and similar expressions to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, trends in our business, projections of markets relevant to our business, our response to the COVID-19 pandemic or the impact of the pandemic to our business, uncertain events and assumptions and other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are not guarantees of future performance and reflect management’s current expectations. Our actual results could differ materially from those discussed in the forward-looking statements. Please refer to the Annual Report for a discussion of important factors that could cause actual events or actual results to differ materially from those discussed in this Proxy Statement. These forward-looking statements speak only as of the date of this Proxy Statement; we assume no obligation to revise or update any forward-looking statement for any reason, except as required by law.
Letter from our CEO
 
 
 
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Index of Frequently Requested Information
 
2021 Proxy Statement
3


Inspiring the World to Play in FY 2021
During fiscal 2021, we executed against our strategy against the backdrop of a worldwide pandemic with our global workforce largely working from home. We saw deep player engagement with our games and services. With our continued focus on execution, we generated strong financial results. During fiscal 2021, we released 13 new games, including the annual releases for our FIFA, Madden NFL and NHL franchises, Star Wars Squadrons and Medal of Honor: Above and Beyond. We also expanded our reach, bringing games and services to new generations of consoles released by Sony and Microsoft as well as Google Stadia and expanding the audience for our subscription services by launching EA Play on Steam and integrating with Microsoft GamePass. Our broad and deep portfolio, combined with dynamic live services for FIFA, Madden NFL, Apex Legends™, and The Sims™ 4, among others, drove net revenue and earnings per share above our fiscal 2021 guidance. We generated net revenue of $5.629 billion, diluted earnings per share of $2.87, record cash flow provided by operations of $1.934 billion, and invested in products and services for the future. In addition, during fiscal 2021 we repurchased 5.6 million shares and initiated a quarterly dividend, returning over $800 million to stockholders, and completed the acquisitions of Codemasters Group Holdings plc (“Codemasters”), Glu Mobile Inc. (“Glu Mobile”) and Metalhead Software Inc. (“Metalhead”). This Proxy Statement was distributed and/or made available via the Internet to stockholders on or about June [ ], 2021 along with the Electronic Arts Inc. Notice of 2021 Annual Meeting of Stockholders, Annual Report and form of proxy.
Fiscal 2021 GAAP Financial Results and
Operating Highlights
$5.629
billion net revenue
$2.87
diluted earnings per share
$6.190
billion net bookings
Live Services and other net revenue
$4.016
billion, representing 71.3% of
total net revenue
$1.934
billion operating cash flow
18.6%
operating profit margins
Repurchased
5.6 million
shares during fiscal 2021
for $729 million
Initiated quarterly cash dividend of
$0.17
per share
in Q3 of fiscal 2021
Launched
13 major games
during fiscal 2021, including
FIFA 21, Madden NFL 21,
NHL 21, Star Wars™, Squadrons, Medal of Honor™: Above and Beyond, and Need for Speed™ Hot Pursuit Remastered, and navigated a major
platform transition to next generation
consoles
Over 100 million players
of Apex Legends life to date on console/PC
FIFA Ultimate Team players grew
16%
year-over-year
Over 500 million players
across our player network within mobile, console and PC


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OUR COVID-19 RESPONSE
We delivered our achievements against the background of the global challenge of the COVID-19 pandemic. Since the outbreak of the pandemic, we have focused on actions to support our people, our players, and communities around the world. The wellbeing of our workforce is our top priority, and to keep everyone as safe as possible, nearly our entire workforce worked from home for the entirety of fiscal year 2021 and will continue to do so through at least September 2021. We have taken a number of actions to support our employees during this difficult period. For example, we provided our employees with:
unlimited paid sick time for employees during the first seven months of the pandemic, in addition to our regular paid time off and sick leave policies;
80 hours of paid time off for caregiving reasons relating to the pandemic;
COVID-19 support payments totaling approximately $32.5 million during fiscal 2021 to assist with work from home costs, caregiving, and other pandemic-related expenses, with additional payments to be made in fiscal 2022;
ergonomic assessments, and additional mental and physical health and wellbeing services; and
additional rewards for certain essential on-site workers.
With more people staying at home, we saw growth in our business and across the industry. We’re proud that we continued to execute against our strategy in this challenging environment, delivering 13 new games, nearly all of which are supported by robust live services, bringing our games and subscription services to new platforms and adding tens of millions of players to our network. The pandemic has accelerated our progress against key strategic initiatives, notably a significant increase in live services and other net revenue and the proportion of our games downloaded digitally. The full extent of the COVID-19 pandemic to our business, operations and financial results will depend on numerous evolving factors that we may or may not be able to predict, but we are proud of how our employees and management, supported by our Board of Directors, have navigated challenging times and executed in service of our stockholders, players, and communities.
2021 Proxy Statement
5


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.
2021 Board Nominees
The following table provides summary information about our director nominees, each of whom, except for Mr. Bruce, is a current director of the Company. Mr. Lawrence F. Probst III and Mr. Jay Hoag, current directors of the Company, are not standing for re-election at the Annual Meeting. In connection with Mr. Probst’s decision to not stand for re-election, the Board of Directors appointed Mr. Andrew Wilson, EA’s Chief Executive Officer and a member of the Board of Directors since 2013, as Chairman of the Board, effective upon the Annual Meeting and subject to Mr. Wilson’s re-election to the Board of Directors at the Annual Meeting. Also, effective at the Annual Meeting, the size of the Board will be reduced from nine members to eight members while the Board of Directors engages in succession planning.
Name Principal Occupation Director Since Independent Committee Memberships
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Mr. Kofi A. Bruce
Chief Financial Officer, General Mills, Inc.
Nominee in 2021* I
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Mr. Leonard S. Coleman
Former President of The National League of Professional Baseball Clubs
2001 I Comp, Nom. Gov.
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Mr. Jeffrey T. Huber Vice Chairman, GRAIL, Inc. 2009 I Audit
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Ms. Talbott Roche
President and Chief Executive
Officer, Blackhawk Network
Holdings, Inc.
2016 I Audit
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Mr. Richard A. Simonson
Managing Partner, Specie Mesa
L.L.C.; Former Chief Financial
Officer, Sabre Corporation
2006 I Audit (Chair)
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Mr. Luis A. Ubiñas
(Lead Independent Director**)
Former President,
Ford Foundation, Former Senior Partner, McKinsey & Company
2010 I Comp (Chair),
Nom. Gov. (Chair)
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Ms. Heidi J. Ueberroth President, Globicon 2017 I Comp
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Mr. Andrew Wilson
(Incoming Chairman)
Chief Executive Officer,
Electronic Arts Inc.
2013
* Mr. Bruce is expected to join the Audit Committee, subject to his election to the Board of Directors.
** Elected by independent directors.
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Proxy Highlights
Board Diversity and Refreshment
The Board of Directors routinely assesses its composition and believes that stockholder value can be driven by a board that balances the knowledge and understanding of the Company’s business that results from long-term service with the fresh perspective and ideas driven by the addition of new members. The Board of Directors believes that complementary and diverse perspectives, whether based on business experience, diversity of gender, ethnicity, culture or other factors, contribute to the Board of Directors’ effectiveness as a whole. The 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. The Board of Directors has regularly added new members — including Mr. Bruce’s nomination, 38% of our director nominees have served for fewer than six years — and the three most recent additions and nominees to the Board of Directors, Ms. Roche, Ms. Ueberroth and Mr. Bruce, represent an increase in the Board of Directors’ gender and racial diversity.
Director Nominee Tenure Director Nominee Age
Median Tenure - 9 years
Average Tenure - 9 years
Median Age - 55 years old
Average Age - 56 years old
 
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Director Nominee Diversity
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* Two Female Directors (Ms. Roche & Ms. Ueberroth); Two African American Directors (Mr. Bruce and Mr. Coleman); One Hispanic/Latino Director (Mr. Ubiñas)
2021 Proxy Statement
7

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 Annual
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 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, 25% threshold
Stockholder Action by Written Consent
Yes, 25% threshold, if approved
In-person annual stockholders’ meeting with live broadcast Yes, absent unusual circumstances
Access to directors and officers during annual stockholders’ meeting Yes
Robust stockholder engagement practices Yes
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Proxy Highlights
Compensation Best Practices
Our executive compensation program is designed to align the interests of our executives with the interests of our stockholders.
What We Do What We Don’t Do
 
image_3.jpg Structure executive compensation to link pay and performance
image_3.jpg Provide a high percentage of variable, at-risk pay; approximately 94% of NEO compensation is variable and at-risk
image_3.jpg Cap performance-based annual bonus awards
image_3.jpg Require our executives to satisfy robust stock holding requirements
image_3.jpg Conduct an annual risk assessment of our executive compensation program
image_3.jpg Maintain a clawback policy covering cash and equity incentives
image_3.jpg Evaluate our compensation peer group at least annually
image_3.jpg Engage an independent compensation consultant to advise the Compensation Committee
image_3.jpg Conduct regular stockholder outreach

image_9.jpg No “single-trigger” change in control arrangements
image_9.jpg No excise tax gross-ups upon a change in control
image_9.jpg No executive employment contracts (other than as required by local jurisdictions)
image_9.jpg No repricing of options without stockholder approval
image_9.jpg No hedging or pledging of EA stock
image_9.jpg No excessive perquisites
image_9.jpg No payment of dividends or dividend equivalents on unearned or unvested equity awards

2021 Proxy Statement
9

Proxy Highlights
Board Engagement with Stockholders
In fiscal 2021, we increased our stockholder engagement efforts and the Board of Directors continued its strong track record of stockholder responsiveness. Leading up to the 2020 annual meeting, we reached out to our top 100 stockholders, collectively holding over 70% of our common stock on various topics, including our executive compensation program, governance and ESG issues. We engaged with about approximately 30 of these stockholders collectively holding approximately 40% of our common stock. We continued our engagement after the 2020 annual meeting, inviting 34 of our top institutional stockholders collectively holding approximately 56% of our common stock to have additional calls with our engagement team and members of the Compensation Committee and Nominating and Governance Committee. We had calls with stockholders collectively holding approximately 46% of our common stock, with members of the Board of Directors participating in calls with our largest institutional stockholders collectively holding 35% of our common stock.
After considering stockholder feedback solicited as part of engagement efforts, market practice, the voting results at our 2020 annual meeting and other considerations -- and to further the Board’s strong track record of stockholder responsiveness -- the Compensation Committee, Nominating and Governance Committee and the Board of Directors, respectively, enacted substantive changes to our compensation programs and governance structure, including:
 
KEY ACTIONS IN RESPONSE TO STOCKHOLDER ENGAGEMENT
 
Granted no special equity awards in fiscal 2021 following our 2020 annual meeting, and no special equity awards outsides of our regular compensation program will be granted in fiscal 2022 to any of our NEOs.
Added two additional performance metrics to our fiscal 2022 PRSU program.
Increased vesting for annual PRSU awards to three-year cliff vesting, beginning fiscal 2022 and thereafter.
Eliminated the lookback feature from the relative TSR component of our fiscal 2022 PRSU program.
Increased threshold and adjusted the relative TSR payout scale to better align with market and peer practices for the relative TSR component of our fiscal 2022 PRSU program.
Enhanced disclosure of our annual bonus program structure, non-financial goals, and how payouts are determined.
Amended our Executive Bonus Plan, effective for fiscal 2022, to cap NEO bonuses at 2x their target bonus percentage.
Increased our stock ownership guidelines from 5x base salary to 10x for our CEO, and from 2x base salary to 3x for our other NEOs.
Expanded our Clawback Policy to cover cash incentives, as well as equity incentives.
Approved a written consent right for consideration by stockholders at the Annual Meeting.
For more on our engagement program and changes to our compensation programs, please see page 32 under the heading “Stockholder Engagement and Fiscal 2020 Say-On-Pay Vote”. For more on the proposed written consent right, please see page 77 under the heading “Proposal 4: Amend and Restate our Certificate of Incorporation to Permit Stockholders to Act by Written Consent”.
 

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Board of Directors and
Corporate Governance
Board Nominees
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, and the Board of Directors has concluded that each is qualified to serve as a director based on the experiences, qualifications and attributes set forth below.
  
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Kofi A. Bruce Independent
Chief Financial Officer, General Mills, Inc.
Age:
51
Director since:
Nominated in 2021
Board Committees:
Expected to join Audit Committee
Other Public Company Directorships:
None
Directorships in Past 5 Years:
None
Diversity:
Identifies as African American


Background and Affiliations:
Chief Financial Officer, General Mills, Inc., 2020-present
Vice. President, Finance (2014-2020) and Corporate Controller (2017-2019), General Mills, Inc.
Board of Directors, Lifeworks Services (non-profit)
Aspen Fellow, Finance Leaders Fellowship (non-profit)
Education:
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 and 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.
2021 Proxy Statement
11

Board of Directors and Corporate Governance
  
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Leonard S. Coleman Independent
Former President of the National League of Professional Baseball Clubs
Age:
72
Director since:
2001
Board Committees:
Nominating and Governance
Other Public Company Directorships:
Hess Corporation, Omnicom Group Inc., Santander Consumer USA Holdings Inc.
Directorships in Past 5 Years:
Aramark, Avis Budget Group, Inc.
Diversity:
Identifies as African American


Background and Affiliations:
Former Chairman, ARENACO, a subsidiary of Yankees/Nets
Former President, The National League of Professional Baseball Clubs
Former Senior Advisor, Major League Baseball
Former Senior Advisor, Major League Baseball
Honorary Board Chair of the Jackie Robinson Foundation (non-profit)

Education:
A.B. degree in History, Princeton University
Master’s degrees in Public Administration and Education Social Policy, Harvard University
Key Qualifications:
Mr. Coleman brings a wealth of corporate governance, public sector and international experience to the Board of Directors from his years of service on the boards of directors for numerous large, public companies and his involvement in diverse public-service organizations, as well as his extensive knowledge of the sports industry. Mr. Coleman also provides valuable insight and strategic direction into our inclusion and diversity practices and programs. In fiscal year 2021, Mr. Coleman reached the age of 72 at which our Corporate Governance Guidelines deem Mr. Coleman to have tendered his resignation. The Board of Directors rejected Mr. Coleman’s deemed resignation and asked Mr. Coleman to remain on the Board of Directors until the Company’s 2022 annual meeting as a result of the valuable perspectives he brings as a seasoned director during the uncertainty of the COVID-19 pandemic, to facilitate Board continuity, and because of his contributions as the Company continues to scale its efforts around equity, inclusion and diversity.
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Board of Directors and Corporate Governance
  
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Jeffrey T. Huber Independent
Vice Chairman, GRAIL, Inc.
Age:
53
Director since:
2009
Board Committees:
Audit
Other Public Company Directorships:
None
Directorships in Past 5 Years:
None
Background and Affiliations:
Founding CEO and Vice Chairman of GRAIL, Inc., 2016-Present
Former Senior Vice President, Alphabet Inc., 2003-2016
Former Vice President of Architecture and Systems Development, eBay
Board of Directors, Weta Digital (private)
Visiting Scholar, Stanford University
Board of Trustees, The Exploratorium (non-profit)
Education:
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.
2021 Proxy Statement
13

Board of Directors and Corporate Governance
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Talbott Roche Independent
President and Chief Executive Officer, Blackhawk Network Holdings, Inc.
Age:
54
Director since:
2016
Board Committees:
Audit
Other Public Company Directorships:
None
Directorships in Past 5 Years:
Blackhawk Network Holdings, Inc. (Publicly-traded)
Diversity:
Identifies as Female
Background and Affiliations:
President (2010-present) and Chief Executive Officer (2016-present), Blackhawk Network Holdings, Inc.
Former Branding Consultant and Director, New Business Development, Landor Associates
Director, Network Branded Prepaid Card Association, a trade association
Director, Blackhawk Network Holdings, Inc. (private)

Education:
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 corporate governance and risk management experience as the Chief Executive Officer of a global organization, including during Blackhawk Network Holdings’ time as a public company. In addition, Ms. Roche’s understanding and experience with digital commerce, marketing and consumer trends provide the Board of Directors with valuable perspective.

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Board of Directors and Corporate Governance
  
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Richard A. Simonson Independent
Managing Partner, Specie Mesa L.L.C.; Former Chief Financial Officer, Sabre Corporation
Age:
62
Director since:
2006
Board Committees:
Audit (Chair)
Other Public Company Directorships:
None
Directorships in Past 5 Years:
Silver Spring Networks, Inc.
Background and Affiliations:
Managing Partner, Specie Mesa L.L.C., 2018-Present
Former Chief Financial Officer (2013-2018) and Senior Adviser (2018-2019), Sabre Corporation
Former Chief Financial Officer, Nokia Corporation
Former Chief Financial Officer, Rearden Commerce
Chairman of the Executive Board, SMU Lyle School of Engineering
Board of Directors: EverCommerce, Couchbase, and Cast & Crew (private companies)
Education:
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.
2021 Proxy Statement
15

Board of Directors and Corporate Governance
  
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Luis A. Ubiñas (Lead Director) Independent
Former President, Ford Foundation, Former Senior Partner, McKinsey & Company
Age:
58
Director since:
2010
Board Committees:
Nominating and Governance (Chair); Compensation (Chair)
Other Public Company Directorships:
Boston Private Financial Holdings, Inc., Tanger Factory Outlet Centers Inc., FirstMark Horizon Acquisition Corp.
Other Trusteeships:
Mercer Funds
Directorships in Past 5 Years:
CommerceHub, Inc.
Diversity:
Identifies as Hispanic/Latino
Background and Affiliations:
Former President, Ford Foundation
Former Senior Partner, McKinsey & Company
Board of Trustees, Pan American Development Foundation (non-profit)
Advisory Committee, United Nations Fund for International Partnerships (non-profit)
Board Member, New York Public Library (non-profit)
Board Member, Statue of Liberty-Ellis Island Foundation (non-profit)
Fellow of the American Academy of Arts and Sciences (non-profit)
Member of the Council on Foreign Relations
Education:
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 and 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 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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Board of Directors and Corporate Governance
  
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Heidi J. Ueberroth Independent
President, Globicon
Age:
55
Director since:
2017
Board Committees:
Compensation
Other Public Company Directorships:
None
Directorships in Past 5 Years:
Santander Consumer USA Holdings Inc.
Diversity:
Identifies as Female
Background and Affiliations:
President, Globicon, 2016 – present
Former President, NBA International
Former President, Global Marketing Partnerships and International Business Operations, NBA
Co-Chairman, Pebble Beach Company (private)
Director, Four Seasons Hotels and Resorts (private)

National Board, Boys & Girls Club of America (non-profit)
Director of Ueberroth Family Foundation, Monterey Peninsula Foundation and The First Tee (non-profits)
Board of Advisors, Vanderbilt University’s College of Arts and Sciences
Member of the Council on Foreign Relations
Education:
B.A. degree, Vanderbilt University
Key Qualifications:
Ms. Ueberroth brings to the Board of Directors extensive global experience in the sports, media and entertainment industries, including with respect to developing and marketing products and services in Asian markets. In addition, Ms. Ueberroth’s past and present board service bring the experience of overseeing strategic and operational challenges of a global company.
  
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Andrew Wilson (Incoming Chair)
Chief Executive Officer, Electronic Arts Inc.
Age:
46
Director since:
2013
Board Committees:
None
Other Public Company Directorships:
None
Directorships in Past 5 Years:
Intel Corporation
Background and Affiliations:
Chief Executive Officer, Electronic Arts Inc., 2013-Present
Chairman 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 Chief Executive Officer since September 2013 and has been employed by EA in several roles since 2000. In addition, Mr. Wilson was appointed by the Board of Directors to serve as Chair of the Board of Directors effective upon the Annual Meeting and subject to Mr. Wilson’s re-election to the Board of Directors. 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.

2021 Proxy Statement
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Board of Directors and Corporate Governance
Consideration of Director Nominees
In evaluating nominees for director to recommend to the Board of Directors, the Nominating and Governance Committee will take into account many factors within the context of the characteristics and the needs of the Board of Directors as a whole and EA’s business and strategy at that time. 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 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. The Nominating and Governance Committee considers the skills, background and experience of each candidate to evaluate his or her ability to contribute diverse perspectives to the Board of Directors. The goal of the Nominating and Governance Committee is to select candidates that have complementary and diverse perspectives, whether based on business experience, diversity of gender, ethnicity, culture, or other factors, which together contribute to the Board of Directors’ effectiveness as a whole. The primary consideration is to identify candidates who will best fulfill the Board of Directors’ and the Company’s needs at the time of the search. Therefore, the Nominating and Governance Committee does not believe it is appropriate to either nominate or exclude from nomination an individual solely based on gender, ethnicity, race, age, or similar factors.
The Nominating and Governance Committee will evaluate candidates proposed by our stockholders under similar criteria, except that it also may consider as one of the factors in its evaluation the amount of EA voting stock held by the stockholder and the length of time the stockholder has held such stock.
Director Independence
Our Board of Directors has determined that each of our non-employee directors qualifies as an “independent director” as that term is used in the NASDAQ Stock Market Rules and that each member of our standing committees is independent in accordance with those standards. Mr. Wilson, our CEO, does not qualify as independent. The NASDAQ Stock Market Rules have both objective tests and a subjective test for determining independence. The Board of Directors has not established categorical standards or guidelines to make these subjective determinations but considers all relevant facts and circumstances.
In addition to the Board-level standards for director independence, the directors who serve on the Nominating and Governance, Audit and Compensation Committees each satisfy 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.
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Board of Directors and Corporate Governance
Board Structure and Operations
Board Meetings
In fiscal 2021, the Board of Directors met 10 times. At regularly scheduled meetings, the independent members of the Board of Directors meet in executive session separately without management present.
 
OVERSIGHT OF COVID-19 RESPONSE
Throughout fiscal year 2021, the Board of Directors was actively engaged in the oversight of the Company’s response to the COVID-19 pandemic and key risk areas posed by the pandemic. As the Company transitioned to a global work-from-home environment in the spring, the Board of Directors communicated regularly with Company management and convened a special meeting in April to discuss the Company’s fiscal 2021 financial plan and impacts of the COVID-19 pandemic. Throughout the remainder of fiscal 2021, the Board of Directors and its Committees remained engaged on the Company’s response to the COVID-19 pandemic through updates and key considerations at regularly scheduled meetings. Key oversight areas included:
The Company’s efforts to keep its people safe and healthy;
Employee well-being and productivity and continued execution of the Company’s strategic priorities;
How the Company adapted its operations, including content-development processes, enabling the delivery of our strategic objectives;
The initiation and execution of temporary benefits program enhancements;
How the Company’s financial reporting, disclosure controls and procedures and integrated audit scaled to a global work-from-home environment;
How the Company’s IT infrastructure scaled to a global work-from-home environment;
Increased risk associated with the Company’s IT infrastructure, as well as the IT infrastructure of business partners, from the global shift to a work-from-home environment; and
How factors related to the COVID-19 pandemic should be considered and evaluated when making compensation decisions.
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 2020 annual meeting attended the 2020 annual meeting.

2021 Proxy Statement
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Board of Directors and Corporate Governance
Board of Directors Leadership Structure
In May 2021, EA’s Board Chair, Mr. Lawrence F. Probst III, determined that he would not stand for re-election at the Annual Meeting. The Board of Directors appointed Mr. Andrew Wilson, the Company’s Chief Executive Officer as Chair of the Board, effective upon the Annual Meeting and subject to Mr. Wilson’s re-election to the Board of Directors at the Annual Meeting. 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.
In appointing Mr. Wilson as Chair, the Board of Directors also considered practices and programs that promote and facilitate independent viewpoints and strengthen effective independent oversight of management. These considerations included 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 business experience, gender, ethnicity and other factors. The Board of Directors also considered its strong standing committees, which are entirely composed of independent directors, and have empowered Committee Chairs.
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 term ends at the Annual Meeting. Mr. Ubiñas was chosen by the independent directors to serve as Lead Independent Director for an additional two-year term, ending 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. 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 and to stockholders, particularly in light of Mr. Probst’ transition.
As Lead Independent Director, Mr. Ubiñas’ key roles and responsibilities include:
Calling special meetings of the Board of 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;
Consulting with the Chairman on the agenda for Board of Directors meetings to ensure sufficient time to discuss agenda items;
Assessing timeliness of information communicated from management and the Board;
Serving as a liaison between the Chair and the other independent directors;
Conducting the annual board evaluation alongside the Chair;
Leading the Board of Directors' evaluation of the Chief Executive Officer;
Overseeing the Board of Directors’ stockholder communication policies and procedures; and
Meeting with major stockholders and other external parties.
The Board of Directors believes that this leadership structure with Mr. Wilson serving as Chair and Mr. Ubiñas serving as Lead Independent Director is the appropriate leadership structure for the Company and that having a strong and empowered Lead Independent Director provides an essential mechanism for independent viewpoints and accountability.
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.
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Board of Directors and Corporate Governance
All members of these committees are independent directors. During fiscal 2021, all nine directors attended or participated in 86% 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
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Richard A. Simonson (Chair)
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Jeffrey T. Huber
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Talbott Roche
Meetings in 2021:
8

The committee also acted by written consent.
 
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.
In the opinion of 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 Mr. Simonson 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.
For further information about the Audit Committee, please see the “Report of the Audit Committee of the Board of Directors” below.
Nominating and Governance Committee
Members
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Luis A. Ubiñas (Chair)
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Leonard S. Coleman
Meetings in 2021:
4

The committee also acted by written consent.
 
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 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 matters of corporate responsibility, including inclusion and diversity policies and practices, environmental sustainability, community outreach and political activities.
The Nominating and Governance Committee currently is comprised of two directors, each of whom in the opinion of the Board of Directors meets the independence requirements of the NASDAQ Stock Market Rules.
2021 Proxy Statement
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Board of Directors and Corporate Governance
Compensation Committee
Members
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Luis Ubiñas
(Chair from December 18, 2020)
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Jay C. Hoag
(Chair until December 18, 2020)
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Leonard S. Coleman
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Heidi J. Ueberroth
Meetings in 2020:
6

The committee also acted by written consent.
 
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.
In the opinion of the Board of Directors each of the four 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 2021, the Compensation Committee engaged and directly retained two national compensation consulting firms, Compensia, Inc. (“Compensia”) and Semler Brossy Consulting Group (“Semler”) 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 these compensation consultants in advising the Compensation Committee on our executive compensation program. The Compensation Committee has reviewed the independence of each of Semler and Compensia and has determined that neither of Semler’s nor Compensia’s engagement 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.
Following the 2020 say-on-pay vote, the Compensation Committee undertook a comprehensive review of our executive compensation program, appointed our Lead Independent Director, Mr. Luis Ubiñas, as Chair of the Compensation Committee and engaged a new independent compensation consultant to apply a fresh perspective to our programs and practices. Our former Compensation Committee Chair Jay Hoag had announced his intention to retire from the Board of Directors at the end of his current term. Thus, the Board of Directors and the Compensation Committee determined that in light of the need to actively engage with our stockholders on our executive compensation program and to implement changes reflecting their feedback, Mr. Ubiñas was uniquely qualified to lead the Compensation Committee during this time given his deep corporate governance experience. It is the expectation of the Board of Directors that Mr. Ubiñas will step down as Chair of the Compensation Committee in due course in order to distribute the Board’s leadership roles. The Board of Directors and the Compensation Committee will determine the appropriate time for Mr. Ubiñas to transition off as Chair of the Compensation Committee.
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 2021, 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 2021 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.
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. The evaluations are led by Mr. Ubiñas, our Lead Independent Director and Chair of the Nominating and Governance Committee. A summary of the results is presented to the Nominating and Governance Committee and the Board of Directors on an aggregated basis, noting any themes or common issues.
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Board of Directors and Corporate Governance
Board’s Role and Responsibilities
Oversight of Risk Issues
Board of Directors
Our Board of Directors oversees our risk management. The Board of Directors exercises this oversight responsibility directly and through its committees. The oversight responsibility of the Board of Directors and its committees is informed by reports from our management team that are designed to provide visibility into our key risks and our risk mitigation strategies. Material business and strategic risks are reviewed by the full Board of Directors. While the Board of Directors has ultimate risk oversight with respect to risks related to privacy and cybersecurity and receives periodic updates on these risks and mitigation strategies, the Audit Committee also receives quarterly updates from EA’s information security team that review the steps taken by management to monitor and mitigate these risks. In addition, the Board of Directors oversees risks related to the COVID-19 pandemic. While committees oversee COVID-19 risks specific to their delegated duties, the Board of Directors has reviewed, overseen and continues to monitor the identification of COVID-19 risks and mitigation strategies related to the Company’s efforts to maintain the mental and physical health and safety of its workforce, return-to-work procedures, business strategy and execution, business continuity, information technology systems and networks, and the impact on the Company’s financial planning.
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Audit Committee
Risks related to financial reporting, internal controls and procedures, investments, tax and treasury matters and legal compliance.
Oversees enterprise risk management program, which identifies and prioritizes material risks for the Company, including, if material, risks related to corporate responsibility matters, and the mitigation steps needed to address them.
Risks related to the COVID-19 pandemic to the Company’s internal controls over financial reporting, disclosure controls and procedures and independent audit, as well as the way in which business risks related to COVID-19 are communicated in the Company’s SEC filings.
Nominating and Governance Committee
Risks related to director and CEO succession.
Risks related to our corporate governance policies and practices.
Compensation Committee
Risks related to our people practices, including employee engagement, retention and pay equity.
Reviews compensation-related risks with members of management that are responsible for structuring the Company’s compensation programs.
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.

2021 Proxy Statement
23

Board of Directors and Corporate Governance
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 have concluded that they do not. In making that determination, the Compensation Committee considered the design, size and scope of our cash and equity incentive programs and program features that mitigate against potential risks, such as payout caps, clawbacks, the quality and mix of performance-based and “at risk” compensation, and, with regard to our equity incentive programs, the stock ownership requirements applicable to our executives. The Compensation Committee reviewed the results of their evaluation with management and Semler. 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.
Oversight of Corporate Responsibility
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The Nominating and Governance Committee reviews the Company’s commitments and progress with respect to matters of corporate responsibility. The Nominating and Governance Committee receives regular reports from management and engages with management on key priorities and strategies. To govern our commitments, and measure our progress, on equity, inclusion and diversity, as well as outreach and community impact, we maintain a Diversity Council, which is led by our CEO and meets at least quarterly. In November 2020, we launched our inaugural Impact Report, detailing our commitments and progress in important social and environmental focus areas. Our Impact Report was created with reference to the Sustainability Accounting Solutions Board (SASB) Materiality Map.
Our key focus areas include:
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Building Diverse and
Healthy Teams
As we aim to inspire the world to play, we know that strength lies in the diversity of our people. Creating great games starts with development teams that are as diverse as the communities we serve. From our inclusive workforce policies to pay equity, we continue to invest in initiatives that empower our people, celebrate diversity and actively foster inclusion.
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Investing in Privacy and
Security
We know that establishing lasting relationships with our players and employees requires care and transparency in how we collect, use, share and protect personal information. We are committed to demonstrating thoughtful stewardship of this information and implementing measures to protect the personal information of our players and employees.
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Positive Play and Healthy
Communities
We have a deep commitment to the communities in which we live, work and play. We believe that games are for everyone and can be a positive force for good around the world. We champion Positive Play across our games and services. Throughout our community programs, we proudly support organizations that are driving inclusion, education and strengthening underrepresented communities.
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Protecting the
Environment
The serious challenge posed by climate change demands a comprehensive global response from every part of society. We are committed to doing our part to combat climate change and are taking action to implement the recommendations of the Task Force on Climate-Related Financial Disclosures.
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Enhancing Corporate
Governance
We maintain corporate governance policies and practices that meet or exceed applicable law and listing standards. We are committed to acting fairly and ethically where and with whom we do business, promoting and protecting human rights, marketing our games and services in a manner that does not mislead consumers, and providing transparency into our political advocacy and activities.
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Board of Directors and Corporate Governance
FY21 Key Corporate Responsibility Actions
Contributed $1 million to organizations fighting for racial justice in the U.S. and against discrimination around the world, including the Players Coalition, Equal Justice Initiative, the American Civil Liberties Union, the Fund for Global Human Rights, and the NAACP Legal Defense and Educational Fund. Launched our 500+ member Global Green Team focusing on a broad range of internal and community-based environmental actions, such as responsible purchasing and water and waste reduction.
Established our Positive Play Project focused on online safety, healthy play and fair play. Became the first U.S. publicly-traded company in our industry to publish representation data for our entire organization in alignment with our industry’s SASB standards.
Held an Advancing Gender Equality Summit, inviting leaders from the gaming, entertainment, and technology industries to discuss the creative approaches companies are taking to advance gender equality. Achieved 84% response rate in our December 2020 engagement survey, with 83% of employees responding favorably to questions focused on retention.
Volunteered 18,477 hours to support 1,805 charitable organizations. Temporarily enhanced our benefits programs to assist employees during the COVID-19 pandemic, including payments to assist with work from home costs and care needs, a pandemic care leave program and additional services for mental and physical health.
For the first time, disclosed the energy and water usage from our global owned and leased properties, including EA-owned datacenters, as well as the percentage of our servers located in areas of high water stress.
To support global communities impacted by the COVID-19 pandemic and racial and social injustice, increased our match of employee donations to 200% during the first quarter of fiscal 2021.
Pay Equity
In June 2021 we announced that we achieved gender pay equity globally and race/ethnicity pay equity in the United States, each with respect to base pay. To us, pay equity means that employees are paid equitably for their work, regardless of their gender, ethnicity, or other characteristics not relevant to their role or performance in it. When we review employee pay, we take factors such as an employee’s job function, job level, performance, location and experience into account to ensure employees are paid fairly.
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 also will be reviewed by our independent Chairman or Lead Independent Director if the Chairman 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.
2021 Proxy Statement
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Board of Directors and Corporate Governance
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.
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, chairman and lead director fees, as applicable, and (3) an annual equity award, as described below.
Non-Employee Director
(Cash vs Equity Compensation)
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The Compensation Committee reviews our non-employee director compensation every two years, with the last review occurring in February 2020 in consultation with Fredrick W. Cook & Co. (“FWC”), an independent consultant to the Compensation Committee. As part of its February 2020 review, FWC 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, no changes to the compensation paid to our non-employee directors were recommended to our Board of Directors. The Compensation Committee expects to conduct its next review of our director compensation in 2022.

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Board of Directors and Corporate Governance
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 Chairman 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 2021. For more information regarding the specific compensation received by each non-employee director during fiscal 2021, see the “Fiscal 2021 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
 
Chairman of the Board, Lead Director and Committee Chair Fees Amount ($)
Chairman of the Board of Directors 50,000
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
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 2021.
Equity Compensation
In fiscal 2021, non-employee directors also received an annual equity award of restricted stock units (“RSUs”) with a grant date fair value of approximately $260,000. These RSUs were granted upon re-election to the Board of Directors at our 2020 annual meeting and 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 date of grant, which is the first trading day of each quarter of the Board year. Mr. Hoag, Mr. Huber, Ms. Roche, Mr. Simonson, and Mr. Ubiñas received all or part of their cash compensation in the form of our common stock during fiscal 2021.
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.

2021 Proxy Statement
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Board of Directors and Corporate Governance
Fiscal 2021 Director Compensation Table
The following table shows compensation information for each of our non-employee directors during fiscal 2021. Mr. Wilson, our CEO, does not receive any compensation for his service as a member of our Board of Directors. For information regarding the compensation paid to Mr. Wilson during fiscal 2021, refer to the “Fiscal 2021 Summary Compensation Table” below, and the related explanatory tables.
Name
Fees Earned
or Paid in Cash
($)(1)
Stock Awards
($)(2)
Option
Awards
($)(3)
Total
($)
Leonard S. Coleman 82,500 259,955     342,455
Jay C. Hoag 81,875 259,955 8,127 349,957
Jeffrey T. Huber 75,000 259,955 7,432 342,387
Lawrence F. Probst III 110,000 259,955 369,955
Talbott Roche 75,000 259,955 7,432 342,387
Richard A. Simonson 90,000 259,955 9,056 359,011
Luis A. Ubiñas 114,450 259,955 2,634 377,039
Heidi Ueberroth 72,500 259,955 332,455
(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 equity award of RSUs granted to the non-employee directors and is calculated based on a closing price of $146.95 per share for our common stock on the date of grant, August 6, 2020. Grant date fair value is determined for financial statement reporting purposes in accordance with FASB ASC Topic 718. For additional information regarding the valuation methodology for RSUs, see Note 15 “Stock-Based Compensation and Employee Benefit Plans,” to the Consolidated Financial Statements in our Annual Report. Each of our non-employee directors held 1,769 unvested RSUs as of April 3, 2021 (the last day of fiscal 2021).
(3)Non-employee directors may elect to receive all or part of their cash compensation in the form of EA common stock, and directors making such an election receive common stock valued at 110% of the cash compensation they would have otherwise received. These shares are awarded via the grant and immediate exercise of a stock option having an exercise price equal to the fair market value of our common stock on the date of grant. The values represent the premium received for shares in lieu of compensation. As of April 3, 2021 (the last day of fiscal 2021), the aggregate number of outstanding and unexercised shares of our common stock subject to stock options beneficially owned by our non-employee directors was as follows: Mr. Huber, 11,872; Mr. Probst, 76,861; Mr. Simonson, 11,872; and Mr. Ubiñas, 4,872.
The following table presents information regarding the shares received upon immediate exercise of the option(s) granted to each director who elected to receive all or part of his or her cash compensation in the form of EA common stock during fiscal 2021:
Name
Grant
Date
Exercise Price
($)
Shares Subject
to Immediately
Exercised Stock
Option Grants
Grant Date
Fair Value
($)
Jay C. Hoag 5/1/2020 113.27 206 23,334
8/3/2020 142.36 164 23,347
11/2/2020 119.81 196 23,483
2/1/2021 145.87 136 19,838
90,002
Jeffrey T. Huber 5/1/2020 113.27 182 20,615
8/3/2020 142.36 145 20,642
11/2/2020 119.81 172 20,607
2/1/2021 145.87 141 20,568
82,432
Talbott Roche 5/1/2020 113.27 182 20,615
8/3/2020 142.36 145 20,642
11/2/2020 119.81 172 20,607
2/1/2021 145.87 141 20,568
82,432
Richard A. Simonson 5/1/2020 113.27 219 24,806
8/3/2020 142.36 174 24,771
11/2/2020 119.81 206 24,681
2/1/2021 145.87 170 24,798
99,056
Luis A. Ubiñas 5/1/2020 113.27 255 28,884
28,884
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Executive Compensation Matters
Table of Contents
Page

2021 Proxy Statement
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Executive Compensation Matters
Compensation Discussion & Analysis
For fiscal 2021, EA’s named executive officers (“NEOs”) were:
Andrew Wilson, Chief Executive Officer;
Blake Jorgensen, Chief Operating Officer and Chief Financial Officer;
Laura Miele, Chief Studios Officer;
Kenneth Moss, Chief Technology Officer; and
Chris Bruzzo, Executive Vice President, Marketing, Commercial and Positive Play.
Executive Summary
During fiscal 2021 we created amazing games and services for our players, saw deep player engagement, and generated strong financial and operating results. At the same time, we continued to navigate the challenges of the COVID-19 pandemic while prioritizing the health, safety, and wellbeing of our global workforce. Leading up to and following our 2020 annual meeting, we conducted formal engagement with our top institutional stockholders to understand their views on topics including executive compensation, governance, and ESG issues. After considering stockholder views and input from the Compensation Committee’s independent compensation consultant and management, the Compensation Committee approved substantive changes to our executive compensation program.
Key highlights for the year included:
Drove strong financial performance and executed on our key strategic objectives
Generated net revenue of $5.629 billion and diluted earnings per share of $2.87
Returned $827 million to stockholders through share repurchases and dividends
Delivered on our fiscal 2021 title slate, launching 13 new games, all during the challenges of the COVID-19 pandemic
Completed the acquisitions of Codemasters, Glu Mobile and Metalhead Software, accelerating our global leadership within racing entertainment and the growth of our mobile business, while also adding valuable IP to our portfolio, strengthening our global talent pool, and driving long-term value creation
Guided EA through the COVID-19 pandemic
Mobilized quickly to adapt our work model by enhancing our information technology systems and platforms, and adapting our operations, including our content development processes, enabling us to continue to deliver on our strategic objectives
Established a COVID-19 Incident Management Team to ensure we had the resources and protocols in place to guide and support our global workforce during the pandemic, while prioritizing health, safety, and wellbeing
Provided our global employees with additional support and resources, including COVID-19 support payments totaling approximately $32.5 million during fiscal 2021, with additional payments to be made in fiscal 2022; 80 hours of paid pandemic care leave to support employees with caregiving needs disrupted by COVID-19; and additional services for mental health and wellbeing
Engaged with top institutional stockholders and implemented changes to our executive compensation program and governance
Engaged with top institutional stockholders before and after our 2020 annual meeting to understand their views on executive compensation, governance and ESG issues
Appointed Mr. Luis Ubiñas as Chair of the Compensation Committee; engaged a new independent compensation consultant to the Compensation Committee
Considered stockholder feedback and made substantial changes to our executive compensation program for fiscal 2022, including our fiscal 2022 PRSU program
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Fiscal 2021 Performance Highlights
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 2021 executive compensation decisions made by the Compensation Committee and Board of Directors.
Fiscal 2021 GAAP Financial Results and Operating Highlights
$5.629
billion net revenue
$2.87
diluted earnings per share
$6.190
billion net bookings
Live Services and other net revenue
$4.016
billion, representing 71.3% of
total net revenue
$1.934
billion operating cash flow
18.6%
operating profit margins
Repurchased
5.6 million
shares during fiscal 2021
for $729 million
Initiated quarterly cash dividend of
$0.17
per share
in Q3 of fiscal 2021
Launched
13 major games
during fiscal 2021, including FIFA 21, Madden NFL 21, NHL 21, Star WarsTM: Squadrons, Medal of HonorTM: Above and Beyond, and Need for SpeedTM Hot Pursuit Remastered, and navigated a major platform transition to next generation consoles
Over 100 million players
of Apex Legends life to date
on console/PC
FIFA Ultimate Team players grew
16%
year-over-year
Over 500 million players
across our player network
within mobile, console and PC
Our COVID-19 Response
We delivered our achievements against the background of the global challenge of the COVID-19 pandemic. Since the outbreak of the pandemic, we have focused on actions to support our people, our players, and communities around the world. The wellbeing of our workforce is our top priority, and to keep everyone as safe as possible, nearly our entire workforce worked from home for the entirety of fiscal year 2021 and will continue to do so through at least September 2021. We have taken a number of actions to support our employees during this difficult period. For example, we provided our employees with:
unlimited paid sick time for employees during the first seven months of the pandemic, in addition to our regular paid time off and sick leave policies;
80 hours of paid time off for caregiving reasons relating to the pandemic;
COVID-19 support payments totaling approximately $32.5 million during fiscal 2021 to assist with work from home costs, caregiving, and other pandemic-related expenses, with additional payments to be made in fiscal 2022;
ergonomic assessments, and additional mental and physical health and wellbeing services; and
additional rewards for certain essential on-site workers.
2021 Proxy Statement
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Executive Compensation Matters
With more people staying at home, we saw growth in our business and across the industry. We’re proud that we continued to execute against our strategy in this challenging environment, delivering 13 new games, nearly all of which are supported by robust live services, bringing our games and subscription services to new platforms and adding tens of millions of players to our network. The pandemic has accelerated our progress against key strategic initiatives, notably a significant increase in live services and other net revenue and the proportion of our games downloaded digitally. The full extent of the COVID-19 pandemic to our business, operations and financial results will depend on numerous evolving factors that we may or may not be able to predict, but we are proud of how our employees and management, supported by our Board of Directors, have navigated challenging times and executed in service of our stockholders, players, and communities.
Stockholder Engagement and our 2020 Say-On-Pay Vote
In fiscal 2021, we increased our stockholder engagement efforts, conducting formal outreach before and after our 2020 annual meeting. Leading up to the 2020 annual meeting, we reached out to our top 100 stockholders collectively holding over 70% of our common stock on various topics including our executive compensation program, governance and ESG issues, and engaged with approximately 30 of these stockholders collectively holding approximately 40% of our common stock. At our 2020 annual meeting, we were disappointed that the advisory say-on-pay proposal received low support at 26%, especially given our strong fiscal 2020 financial performance and the strong support received in prior years when 94%, 86%, and 96% of the votes cast at our 2019, 2018 and 2017 annual meetings, respectively, were voted in favor of our say-on-pay proposal.
Following the 2020 say-on-pay vote, the Compensation Committee undertook a comprehensive review of our executive compensation program, appointed our Lead Independent Director, Mr. Luis Ubiñas, as Chair of the Compensation Committee and engaged a new independent compensation consultant to apply a fresh perspective to our programs and practices. Our former Compensation Committee Chair Jay Hoag had announced his intention to retire from the Board of Directors at the end of his current term. Thus, the Board of Directors and the Compensation Committee determined that in light of the need to actively engage with our stockholders on our executive compensation program and to implement changes reflecting their feedback, Mr. Ubiñas was uniquely qualified to lead the Compensation Committee during this time given his deep corporate governance experience. It is the expectation of the Board of Directors that Mr. Ubiñas will step down as Chair of the Compensation Committee in due course in order to distribute the Board’s leadership roles. The Board of Directors and the Compensation Committee will determine the appropriate time for Mr. Ubiñas to transition off as Chair of the Compensation Committee.
At the same time, we continued our stockholder outreach, inviting 34 of our top institutional stockholders collectively holding approximately 56% of our common stock to have additional calls with our engagement team, led by our Chief People Officer Mala Singh, to understand their concerns with our executive pay program. We had calls with stockholders collectively holding approximately 46% of our common stock, with members of the Compensation Committee participating in calls with our largest institutional stockholders collectively holding 35% of our common stock. We also invited advocacy group Change to Win to meet with us and participated in a call with them and our Compensation Committee member Mr. Len Coleman.
After considering stockholder feedback, as well as input from management and the Compensation Committee’s new independent compensation consultant, the Compensation Committee approved substantive changes to our executive compensation program for fiscal 2022 as outlined in more detail below. The Compensation Committee will continue to consider stockholder feedback, input from its independent compensation consultant and the outcomes of future say-on-pay votes when evaluating our executive compensation programs and policies and making compensation decisions for our NEOs.
Stockholder Outreach and Our Response
 
OUR STOCKHOLDER ENGAGEMENT PROGRAM
 
We contacted our institutional stockholders before and after our 2020 annual meeting to solicit feedback on executive compensation, governance, ESG issues and other topics of interest to them.
Our engagement team included members of the Compensation Committee, our Chief People Officer, Vice President of Total Rewards, Vice President of Investor Relations and Vice President, Legal Affairs.
We invited 34 of our top institutional stockholders collectively holding approximately 56% of our common stock to have calls with our engagement team and held calls with stockholders representing approximately 46% of our common stock.
Members of the Compensation Committee participated in meetings with our largest institutional stockholders collectively holding 35% of our common stock.
The feedback we received from our stockholders was conveyed to the Board of Directors and relevant committees of the Board and were a key input to the decisions made on our executive compensation program.
 
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What We Heard from Stockholders Our Actions and Perspective
Special Equity Awards
Concerns with the use of special equity awards in fiscal 2020, particularly regarding overlapping performance periods for special equity awards
Action:
Granted no special equity awards in fiscal 2021 following our August 2020 annual meeting, and no special equity awards outside of our regular compensation program will be granted in fiscal 2022 to any of our NEOs.
Perspective:
We heard from our stockholders that our grants of special equity awards were deemed too frequent. Our Board of Directors and Compensation Committee understand the concerns raised and take this feedback seriously.
Special equity awards are not part of our regular executive compensation program. We deem them to be extraordinary occurrences that should be highly targeted and used only in rare circumstances to address significant competitive pressures to retain our top critical executive talent.
Performance-Based Restricted Stock Unit (“PRSU”) Program Features
Program should incorporate financial and operating metrics in addition to relative total stockholder return (“TSR”)


Annual vesting is contrary to long-term nature of program
Action:
Added two additional performance metrics—net bookings and operating income—to our fiscal 2022 PRSU program.
Split PRSU awards beginning with fiscal 2022 into three equal tranches, with each tranche earned based on the achievement of a different performance metric: relative TSR, net bookings, and operating income.
Increased vesting for annual PRSU awards to three-year cliff vesting, beginning fiscal 2022 and thereafter.
Perspective:
The Compensation Committee selected net bookings and operating income because they 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. Further, these metrics increase line-of-sight for our NEOs and align our long-term incentive program with our broader business strategy, while maintaining strong alignment to results for our stockholders.
Finally, the three-year cliff vesting period better aligns the interests of executives with those of long-term stockholders.
Lookback feature is a non-standard design element
Action:
Eliminated the lookback feature from the relative TSR component of our fiscal 2022 PRSU program.
11th percentile for threshold payout on the relative TSR PRSUs is too low
Action:
Increased threshold and adjusted the relative TSR payout scale to better align with market and peer practices for the relative TSR component of our fiscal 2022 PRSU program. No PRSUs will be earned if relative TSR is below the 25th percentile, and we will continue to require above-market performance to earn the target number of PRSUs.
pg6_tablextsrpayoutscalea.jpg
Would like to see increased use of performance-based awards
Action:
CEO’s annual equity award for fiscal 2022 and beyond to be at least 60% performance-based.
2021 Proxy Statement
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Executive Compensation Matters
What We Heard from Stockholders Our Actions and Perspective
Annual Bonus Program Would like to better understand our financial
and non-financial goals
and annual bonus payout determinations
Action:
Enhanced disclosure of our annual bonus program structure, non-financial goals, and how payouts are determined (see below under “Our NEOs’ Fiscal 2021 Compensation—Annual Performance Cash Bonus Awards”).
Amended our Executive Bonus Plan effective for fiscal 2022, to cap NEO bonuses at 2x their target bonus percentage (instead of our legacy Internal Revenue Code Section 162(m) bonus cap of the lesser of 6x annual base salary and $5 million) to better align to market practice and have our bonus caps be clearer.
Stock Ownership Would like to see higher stock ownership among executives
Action:
Increased our Stock Ownership Guidelines for our CEO and other NEOs, including doubling the ownership multiple for our CEO.
pg6_graphicxstockownershipa.jpg
Clawback Policy
Clawback should cover cash incentives, as well as equity incentives
Action:
Expanded our Clawback Policy to cover cash incentives, as well as equity incentives. Under the Clawback Policy, if we are required to restate our financial results and the Board of Directors determines that a covered officer engaged in an act of misconduct that resulted in the restatement, the Board of Directors may recoup any excess incentive compensation paid to a covered officer during the three years before the restatement.
Recruiting and Retention Challenges and Considerations
Challenges
We operate in a highly competitive market and industry, and in a geographic region that is exceptionally competitive for executive talent.
Highly competitive industry: The digital interactive entertainment market is intensely competitive for talent at all levels and changes rapidly as new products, business models and distribution channels are introduced. 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, and Facebook are pursuing and strengthening their interactive entertainment capabilities and new entrants continue to emerge.
Intense competitive market for executive talent: Attracting and retaining innovative, highly-talented and high-performing executives in this competitive and rapidly evolving market is critical to both our short-term and long-term success. We are headquartered in the San Francisco Bay Area, a geographic region that is extremely competitive for executive talent, particularly in the technology sector. Competition for talent at all levels, including the executive level, is especially fierce. Because we are a global leader in digital interactive entertainment and a pioneer in the gaming industry, our executives, seasoned leaders with deep industry experience and expertise, are prime targets for recruiting from large technology companies that are headquartered in the San Francisco Bay Area, including companies like Alphabet, Apple and Facebook that are expanding their interactive entertainment capabilities, as well as emerging growth companies and mature technology companies.
Response
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. Our compensation program is designed to incentivize and retain our executive officers to create long-term value for our stockholders.
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Our Fiscal 2021 CEO Annual Equity Award
graphic_ourfiscal2021ceoanb.jpg
In response to the competitive context for talent outlined above, the Board of Directors approved an enhanced fiscal 2021 annual equity award for Mr. Wilson. In May 2020, the Board of Directors determined the target value of Mr. Wilson’s equity award of $30 million, with 60% of the award granted in the form of PRSUs and 40% of the award granted in the form of RSUs. This award was granted to Mr. Wilson on June 16, 2020, before our 2020 annual meeting. The Board of Directors determined that it was critical to grant Mr. Wilson a larger than normal annual equity award for the following key reasons.
To drive transformational growth and long-term success: The Board of Directors believes that Mr. Wilson has the strategic vision necessary to transform Electronic Arts into a digital interactive entertainment platform and is committed to retaining Mr. Wilson for his exceptional leadership, strategic vision, proven ability to execute on our long-term strategy and objectives, and passion for creating amazing games and services for our players.
To recognize his outstanding track-record as CEO: Mr. Wilson has delivered exceptional value for stockholders during his seven-year tenure as CEO. When he assumed the role of CEO on September 17, 2013, our stock price was $27.60. Our stock price was $117.12 on May 14, 2020, when the Board of Directors approved Mr. Wilson’s fiscal 2021 annual equity award, and $125.73 on June 16, 2020, the award grant date.
To address the competitive landscape and significant recruiting pressures: Given Mr. Wilson’s successful track record as CEO, the intensely competitive landscape for executives of Mr. Wilson’s caliber, and the significant recruiting efforts made for him as a result, the Board of Directors determined to take definitive action to retain him.
The Board of Directors believed that making this larger than normal grant on a one-time basis was in the best interests of stockholders given the heightened competition for top executive talent and the need to continue to retain and motivate Mr. Wilson. In May 2020, the Board of Directors approved—on a one-time-basis—a fiscal 2021 equity award with a target value of $30 million for Mr. Wilson. By comparison, the target value of Mr. Wilson’s fiscal 2020 equity award was $15 million.
In May 2021, the Board of Directors approved a fiscal 2022 annual equity award for Mr. Wilson with a target value of $18 million. This award was granted on June 16, 2021, and will be disclosed in the compensation tables in our fiscal 2022 proxy statement.
Compensation Principles
Philosophy and Objectives
Our business is based on harnessing creativity and technology to create games that engage and entertain our players. As a knowledge-based business, we believe that the skills, expertise, and experience of our employees, including our NEOs, are unique and 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:
pay for performance by creating incentives tied to our business results;
create direct alignment with our stockholders by providing equity ownership in the Company;
provide highly competitive compensation to attract and retain top executive talent;
reward and motivate strong individual performance and leadership; and
avoid undue compensation-related risk.
2021 Proxy Statement
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Executive Compensation Matters
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
 
image_6.jpg Structure executive compensation to link pay and performance
image_6.jpg Provide a high percentage of variable, at-risk pay; approximately 94% of NEO compensation is variable and at-risk
image_6.jpg Cap performance-based annual bonus awards
image_6.jpg Require our executives to satisfy robust stock holding requirements
image_6.jpg Conduct an annual risk assessment of our executive compensation program
image_6.jpg Maintain a clawback policy covering cash and equity incentives
image_6.jpg Evaluate our compensation peer group at least annually
image_6.jpg Engage an independent compensation consultant to advise the Compensation Committee
image_6.jpg Conduct regular stockholder outreach
image_121a.jpg No “single-trigger” change in control arrangements
image_121a.jpg No excise tax gross-ups upon a change in control
image_121a.jpg No executive employment contracts (other than as required by local jurisdictions)
image_121a.jpg No repricing of options without stockholder approval
image_121a.jpg No hedging or pledging of EA stock
image_9.jpg No excessive perquisites
image_9.jpg No payment of dividends or dividend equivalents on unearned or unvested equity awards

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Our NEOs’ Fiscal 2021 Compensation
Target Total Direct Compensation for Fiscal 2021
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. The majority of the compensation that our NEOs receive is performance-based, with 85% delivered in the form of long-term equity incentives, to align their interests with those of our stockholders. For fiscal 2021, approximately 96% of our CEO’s target total direct compensation opportunity and 91% of the average of our NEOs’ (excluding our CEO) 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
pg8_barchartxceoa.jpg
NEOs (Excluding CEO)
pg8_barchartxneoa.jpg
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Executive Compensation Matters
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 awards.
Target Total Direct Compensation for Fiscal 2021
CEO
Other NEOs
Characteristics   Purpose Focus and Impact
Annual Base Salary
pg31_ceobasesalarya.jpg
pg31_neobasesalarya.jpg
Fixed cash component
Base salary serves to attract and retain high-performing executives.
Commensurate with level of responsibilities, complexity, a competitive market analysis for similar positions and individual performance, and internal compensation alignment.
Annual Performance Cash Bonus Awards
pg31_ceocashbonusa.jpg 
pg31_neocashbonusa.jpg  
Annual payout based on:
Company performance (50% Company financial performance and 50% Company business performance against preset goals), with an individual performance modifier
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.
Designed to reward executives for actions that create stockholder value with performance in line with short-term financial, strategic and individual goals, while remaining competitive with the market for similar positions at our peers, and internal compensation alignment.
Long-Term Equity Awards
The majority of each NEO’s target total direct compensation should be provided in the form of long-term equity incentives.
The mix of time-based RSUs and performance-based RSUs aligns the interests of our NEOs and our stockholders and promotes long-term retention of a strong leadership team in an industry and geographic area that is highly competitive for executive talent.
Further strengthen the alignment of executives’ interests with those of long-term stockholders, taking into consideration factors such as Company performance, each NEO’s role, individual performance, the value of unvested equity awards, grant date fair value of the award, competitive market practices, and internal compensation alignment.

RSU
pg31_ceorsua.jpg
pg31_neorsua.jpg
35-month vesting schedule
PRSU
pg31_ceopsua.jpg
pg31_neopsua.jpg
3-year performance period
Payouts tied to TSR Relative to NASDAQ-100 Index
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Executive Compensation Matters
Base Salary
Base salary is the fixed cash component that is market competitive for the role to attract and retain high-performing executives. Base salaries for our NEOs are reviewed annually by the Compensation Committee and the Board of Directors. To determine an executive’s base salary, the Compensation Committee, and the Board of Directors for Mr. Wilson, with assistance from the Compensation Committee’s independent compensation consultant, consider factors such as 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 2020 annual compensation review, the Compensation Committee, and the Board of Directors, in the case of Mr. Wilson, approved fiscal 2021 base salary increases, effective June 1, 2020, as set forth below. The increases for Messrs. Wilson, Jorgensen, Moss and Bruzzo were between 3.6% and 5.9% 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 10% increase in base salary in recognition of her increased scope of responsibilities, which includes leading all game development for our worldwide studios, market competitive practices for game development talent, and her exceptional performance and contributions during the previous year.
NEO
Base Salary for Fiscal 2020
($)
Base Salary for Fiscal 2021
($)
% Increase
Mr. Wilson 1,200,000 1,260,000 5.0%
Mr. Jorgensen 850,000 900,000 5.9%
Ms. Miele 691,875 765,000 10.0%
Mr. Moss 691,875 720,000 3.6%
Mr. Bruzzo 691,875 720,000 3.6%
Annual Performance Cash Bonus Awards
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 NEOs participate in the Executive Bonus Plan, which governs bonuses paid to our Section 16 officers. The Executive Bonus Plan establishes the maximum bonus awards that may be paid to an NEO for the fiscal year, and operates in conjunction with the EA Bonus Plan, our Company-wide bonus plan that applies to over 86% of our employees globally. Annual performance cash bonuses for our NEOs are determined based on Company performance (comprised of Company financial and business performance, weighted equally) and individual performance. 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

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Executive Compensation Matters
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, performance measures, and the formula used to determine the maximum bonus funding under the plan for each participating NEO. All NEOs were selected to participate in the Executive Bonus Plan for fiscal 2021.
image_311.jpg
image_32.jpg
image_33a.jpg
image_34a.jpg
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 2021, the Board of Directors, in the case of Mr. Wilson, and the Compensation Committee, in the case of the other NEOs, determined that there would be no increases in the target bonus percentages for Messrs. Wilson, Jorgensen, Moss and Bruzzo. The Compensation Committee approved an increase of 10% to Ms. Miele’s target bonus percentage in recognition of her increased scope of responsibilities, which includes leading all game development for our worldwide studios, market competitive practices for game development talent, and her exceptional performance and contributions during the previous year.
Fiscal 2021 Target Bonus Percentages
 
Annualized Base Salary for Fiscal 2021
($)
Target Bonus Percentage
for Fiscal 2021
Mr. Wilson 1,250,000 200%
Mr. Jorgensen 891,667 125%
Ms. Miele 753,375 110%
Mr. Moss 715,875 100%
Mr. Bruzzo 715,875 100%
Performance cash bonus awards represented approximately 58% of the average of our NEOs’ annual target total cash compensation for fiscal 2021, thus putting at risk a significant portion of our NEOs’ cash compensation.
Maximum Award Amounts
The Executive Bonus Plan establishes the maximum bonus award that may be paid to an NEO. For fiscal 2021, the Compensation Committee selected non-GAAP net income as the performance measure to determine the maximum award amounts because profitability (as measured by net income) is a key business focus in any year. The maximum bonus award for each NEO was established as the lower of: (1) 600% of each respective NEO’s annual base salary, not to exceed $5 million, and (2) 1.0% of our fiscal 2020 non-GAAP net income for our CEO, or 0.5% for all other NEOs. For our CEO, no bonus payout is made if net income is less than 80% of our fiscal 2021 plan.
Looking ahead to fiscal 2022: In line with stockholder feedback received and as described above under “Stockholder Outreach and Our Response, beginning in fiscal 2022, the maximum bonus award for each NEO will be capped at two times each NEO’s target bonus percentage. This change is intended to align maximum award amounts to peer and market practice.

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Executive Compensation Matters
Step 2: Set Performance Goals
To align our NEOs’ bonus payouts to the performance of the Company, 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, based on pre-established goals. The Compensation Committee believes that this 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. The Compensation Committee may exercise discretion, subject to the maximum payout percentages, to further adjust the Company bonus pool funding percentage.
Company Financial Performance
For fiscal 2021, the Compensation Committee approved the following two equally weighted Company financial performance goals. Despite the challenges and increased uncertainty created by the global COVID-19 pandemic, no adjustments were made to these goals during the fiscal year.
Non-GAAP Net Revenue of
$5,550 million
(50% weighting)
Non-GAAP Diluted Earnings Per Share of
$4.90
(50% weighting)
The Compensation Committee selected these metrics because they are key indicators of our financial performance.
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. 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.
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. For fiscal 2021 our Board of Directors approved strategic and operating objectives that map to five key focus areas that in turn align with our three strategic pillars and, as a knowledge-based business driven by the skills, expertise and experience of our global talent pool, objectives relating to our people. Within each of the five key focus areas described below, certain specific and quantifiable goals and objectives were established, but they are not disclosed for competitive reasons. 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. Our fiscal 2021 business objectives were designed to measure our success in creating amazing games and content, expanding our live services business, growing our audience, fostering healthy communities for our players, and maintaining the health, wellbeing, safety, and productivity of our workforce, all while navigating the challenges of the global COVID-19 pandemic.
Deliver amazing games and content
Offer live services that extend and enhance the experience
Connect more players, across more platforms, and more ways to play
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.
Healthy
Communities
Foster a safe and transparent environment for players and viewers by addressing online safety, healthy play, and fair play in and around our games.
People
Maintain the health and productivity of our workforce as we navigate the Company through a series of unprecedented crises.

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Executive Compensation Matters
Step 3: Determine Company Bonus Pool Funding
In May 2021, the Compensation Committee approved an overall Company bonus pool funding percentage of 155% of aggregate employee target bonuses, based on equally weighted funding percentages of 180% for our Company financial performance and 130% for our Company business performance, as described below.
Company Financial Performance
In fiscal 2021, our non-GAAP net revenue of $6.190 billion was approximately 112% of our $5.550 billion target and reflected a 15.2% increase from our actual fiscal 2020 non-GAAP net revenue of $5.372 billion. Our non-GAAP diluted earnings per share of $5.75 for fiscal 2021 was approximately 117% of our $4.90 target and reflected a 19.5% increase from our actual fiscal 2020 non-GAAP diluted earnings per share of $4.81. As a result, the Compensation Committee approved a funding percentage of 180% for the Company financial performance component, based on the equal weighting of non-GAAP net revenue and non-GAAP diluted earnings per share.
Threshold Target Maximum
Non-GAAP Net Revenue
(in millions)
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Non-GAAP Diluted EPS
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Appendix A to this Proxy Statement provides a reconciliation between our non-GAAP financial measures and our audited financial statements.
Company Business Performance
At the end of the fiscal year, the Compensation Committee reviewed the Company’s business performance against the key objectives established for the year. The Compensation Committee takes a holistic approach to evaluating Company performance against our strategic and operating objectives and does not assign a specific weighting to any one factor within the five key focus areas. The Compensation Committee approved a funding percentage 130% for the business performance component, based on its evaluation of the many achievements against strategic goals highlighted below, including growth in live services and subscriptions, our expanded platform and audience reach, and the acquisitions of Codemasters, Glu Mobile, and Metalhead Software, all of which drive transformational growth and position the Company for long-term success and were achieved during the global pandemic while our employees worldwide worked from home.
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Executive Compensation Matters
Strategic and Operating Objectives
Key Measures
Key Highlights
Games:
Create the greatest and most innovative games and content that surprise and amaze our players, creators, and viewers
Number of new game releases
Growth in live services and other net bookings as well as mobile net bookings against fiscal 2021 plan
Navigated a major platform transition to next generation consoles and launched 13 new games, achieving our fiscal 2021 title offerings, while our global game development teams worked remotely
Record live services and other net bookings of $4.6 billion for fiscal 2021, exceeding fiscal 2021 plan
Delivered year-over-year mobile net bookings growth, exceeding fiscal 2021 plan; launched FIFA Mobile in Korea, FIFA Mobile in Japan and Madden Mobile 21
Completed the acquisitions of Codemasters, Glu Mobile and Metalhead Software, accelerating our global leadership within racing entertainment and the growth of our mobile business, while also adding valuable IP to our portfolio
Services:
Offer the services players want that extend gameplay and enhance how they interact with and connect to their games and friends, across games and platforms
Percentage availability of services
Improved metrics in player engagement, conversion, and satisfaction
Achieved over 99.7% availability of all services in fiscal 2021, meeting our fiscal 2021 plan target, while our global workforce remained fully distributed
Saw record levels of engagement across several of our key franchises, including Apex Legends, with no material service interruptions
EA Desktop, our PC platform, drove positive player sentiment
Audience:
Expand frictionless access to a connected world of play, by helping more players discover, buy, and enjoy amazing game experiences
Growth in subscriber base
Platform expansion, measured by platform title launches
Drive increased engagement through competitive gaming initiatives
Reached over 500 million players across our player network within mobile, console and PC
Expanded content reach through title launches on Game Pass Ultimate, Steam, Stadia, Switch and Gen 5 consoles, including the launch of Star WarsTM: Jedi Fallen Order on Google Stadia and FIFA 21 and Madden NFL 21 on PS5 and Xbox Series X
 
Healthy Communities:
Foster a safe and transparent environment for players and viewers by addressing online safety, healthy play, and fair play in and around our games
Develop initiatives and principles to support healthy play, online safety, and fair play
Established Positive Play group to help build safe, fair, and inclusive communities, and introduced Positive Play Charter
Launched playtime tracking, monthly spend limits for teens, and FIFA in-game dashboards
Launched time and spend controls on Origin
People:
Maintain the health and productivity of our global workforce as we navigate the Company through a series of unprecedented crises
Maintain employee engagement eSat scores
Strengthen workforce diversity representation year-over-year
Providing meaningful support to our global workforce during COVID-19
Record employee engagement scores, with manager eSat scores significantly above target for fiscal 2021
EA’s organic business increased global women and underrepresented talent year-over-year as a percentage of total employees, employees in technical roles and in people management roles
Supported the health, safety, and wellbeing of our global workforce during the COVID-19 pandemic, including by providing employees:

unlimited paid sick time during the first seven months of the pandemic, in addition to our regular paid time off and paid sick leave policies;
80 hours of paid time off for caregiving reasons relating to the pandemic;
COVID-19 support payments totaling approximately $32.5 million during fiscal 2021 to assist employees with work-from-home and other pandemic-related expenses, with additional payments to be made in fiscal 2022;
ergonomic assessments, and additional mental and physical health and wellbeing services; and
additional rewards for certain essential on-site workers.

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Executive Compensation Matters
Step 4: Conduct Individual Performance Assessments and Determine IPMs
Conduct Individual Performance Assessments
As described above, individual performance is a key factor in determining the amount of each NEO’s annual bonus. Each year, the Board of Directors for Mr. Wilson, and the Compensation Committee, in consultation with Mr. Wilson and our Chief People Officer, for all NEOs except Mr. Wilson, review and approve the individual performance objectives for the NEOs.
For Mr. Wilson, the individual objectives are based 60% on non-GAAP financial objectives, and 40% on strategic and operating objectives. For all other NEOs, the individual objectives are based on strategic and operating objectives tailored to the functions led by each NEO and aligned to the achievement of our overall fiscal 2021 plan, as well as qualitative factors including leadership, talent development, and goals related to diversity and inclusion initiatives. Each NEO’s individual performance result is based on the Board of Director’s or the Compensation Committee’s assessment of the NEO’s overall performance, including achievement of individual objectives set earlier in the fiscal year.
Determine Individual Performance Modifiers (IPMs)
At the end of each fiscal year, the Board of Directors for Mr. Wilson, and the Compensation Committee, in consultation with Mr. Wilson and our Chief People Officer, for all other NEOs, assess the individual performance of our NEOs, and, based on that assessment, determine each NEO’s individual performance modifier, or IPM, at a percentage between 0% and 200%. 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 NEO 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 executives is based wholly on a qualitative assessment of each executive officer’s performance, considering his or her overall performance for the year, impact on our business and culture, demonstrated results, as well as the executive’s strong leadership, strategic vision, execution on key objectives, and management capabilities. No single factor is determinative. For Mr. Wilson, the Board of Directors considered the achievement of the fiscal 2021 financial and strategic objectives, weighted 60% and 40%, respectively, that were established for him for the fiscal year.
Determination of Fiscal 2021 Performance Cash Bonus Awards for our NEOs
NEOs’ Leadership in Response to the Unprecedented Challenges of the COVID-19 Pandemic
The Board of Directors and the Compensation Committee believe that the NEOs’ exceptional leadership managing the Company and our global employees was critical in driving the Company’s many successes this year despite the extreme challenges of the COVID-19 pandemic, with stay-at-home orders, a fully-distributed workforce, and health and safety concerns, among others. Throughout fiscal 2021 our NEOs executed strategies to address employee health, safety and wellbeing, business continuity, risk mitigation, security, and information technology to respond to the rapidly evolving situation of the pandemic, while at the same time delivering on our title plan, growing our live services business, and generating strong financial performance.
Under the NEOs’ leadership, we:
mobilized quickly to support our global workforce by enabling employees to work from home;
supported the health, safety and wellbeing of our global workforce, including by providing unlimited paid sick time during the first seven months of the pandemic, 80 hours of paid time off for caregiving reasons relating to the pandemic, ergonomic assessments, additional mental health and wellbeing services, and COVID-19 support payments totaling approximately $32.5 million during fiscal 2021 to assist with work-from-home and other pandemic-related expenses, with additional payments to be made in fiscal 2022;
achieved record employee satisfaction scores across the organization as we focused on our employees’ safety and wellbeing as a key priority during this time;
enhanced our information technology systems to support our distributed workforce, maintain productivity, increase security, and mitigate the disruption to operations brought about by stay-at-home orders;
adapted our operations, including our content development processes, enabling us to continue to deliver on our strategic objectives;
navigated a major platform transition to next generation consoles while also delivering on our title plan, launching 13 new games during the fiscal year, all while our employees worked from home across the globe; and
through our amazing games and live services, brought our global gaming community together virtually to maintain social connections during a time of physical distancing.
The Board of Directors and the Compensation Committee considered these exceptional achievements and contributions when assessing the performance of our NEOs and approving their individual performance modifiers.
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Executive Compensation Matters
Fiscal 2021 Performance Cash Bonus Award for our CEO
In determining Mr. Wilson’s actual performance cash bonus award for fiscal 2021, the Board of Directors considered the weighting and achievement of Mr. Wilson’s fiscal 2021 financial and strategic objectives, as set forth 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 these two categories. The key results that influenced the Board of Directors’ decisions regarding Mr. Wilson’s performance are listed below.
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Mr. Wilson
Chief Executive Officer
Individual Performance Modifier
After reviewing his achievements for fiscal 2021, the Board of Directors approved an IPM of 129% for Mr. Wilson.
Key Highlights for Fiscal 2021
To determine Mr. Wilson’s actual performance cash bonus award, the Board of Directors considered Mr. Wilson’s performance against the financial and strategic and operating objectives for fiscal 2021, as highlighted below. The Board of Directors also considered Mr. Wilson’s leadership and contributions in successfully navigating the Company through the challenges of the COVID-19 pandemic, as described above.
Non-GAAP Financial Objectives (60% weight):
(in millions, except earnings per share)
Target
Actual(1)
Net Revenue $ 5,550 $ 6,190
Gross Profit $ 4,168 $ 4,705
Operating Expenses $ 2,399 $ 2,629
Diluted Earnings Per Share(2)
$ 4.90 $ 5.75
Operating Cash Flow $ 1,650 $ 1,934
(1)Appendix A to this Proxy Statement provides a reconciliation between our non-GAAP financial measures and our audited financial statements.
(2)For purpose of measuring achievement of Mr. Wilson’s diluted earnings per share objective, a share count of 292 million was used.
Strategic and Operating Objectives (40% weight):
Under Mr. Wilson’s leadership, the Company executed on key strategic and operating objectives that were established for the fiscal year and that our CEO is responsible for delivering. These objectives were designed to position Electronic Arts as a digital interactive entertainment platform by, among other things, investing in the next generation of gaming, growing our portfolio, and enabling more players to connect with and engage with each other and our games, as highlighted below.
Games
Under Mr. Wilson’s leadership, we delivered amazing games and content and executed on key objectives and growth drivers to position EA for continued growth. During fiscal 2021 we:
delivered on our fiscal 2021 release slate, launching 13 major games during fiscal 2021, including FIFA 21, Madden NFL 21, NHL 21, Star WarsTM: Squadrons, Medal of HonorTM: Above and Beyond, and Need for SpeedTM Hot Pursuit Remastered;
achieved $6.190 billion in net bookings for the fiscal year, a 15.2% increase over fiscal 2020;
completed the acquisitions of Codemasters, Glu Mobile, and Metalhead Software, accelerating our global leadership within racing entertainment and the growth of our mobile business, while also adding valuable intellectual property to our portfolio and strengthening our global talent pool.

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Executive Compensation Matters
 
Services
During fiscal 2021, we offered live services that extend gameplay and enhance how players interact with and connect to their games and friends, across games and platforms. We achieved:
record live services and other net bookings of $4.6 billion for the fiscal year;
FIFA Ultimate Team players grew 16% year-over-year; and
key service availability metrics for the fiscal year.
Audience
We connected more players, across more platforms, and more ways to play, while bringing our global gaming community together virtually to maintain social connections during the COVID-19 pandemic. Under Mr. Wilson’s leadership we:
launched the platform expansion for our portfolio with Star WarsTM: Jedi Fallen Order on Google Stadia and FIFA 21 and Madden NFL 21 on PS5 and Xbox Series X;
reached over 500 million players across our player network within mobile, console and PC; and
had over 100 million players of Apex LegendsTM life to date on console/PC, and Season 8 had more than 12 million weekly average players; and
saw a record number of new players join Madden NFL on console/PC during fiscal 2021.
Healthy Communities
During fiscal 2021, we fostered a safe and transparent environment for players and viewers by addressing online safety, healthy play, and fair play in and around our games. Under Mr. Wilson’s leadership we:
established our Positive Play group to help build safe, fair, and inclusive communities, and introduced our Positive Play Charter; and
launched playtime tracking, monthly spend limits for teens, and FIFA in-game dashboards.
People
During fiscal 2021, we supported our global workforce, focusing on health, wellbeing, and safety first and foremost, as we navigated the challenges of the COVID-19 pandemic, while also demonstrating our commitment to diversity and inclusion in the workforce. Under Mr. Wilson’s leadership we:
maintained high employee satisfaction score averages;
published our first annual Impact Report, detailing our commitments and progress in important social and environmental focus areas, including to build diverse and healthy teams;
EA’s organic business increased global women and underrepresented talent year-over-year as a percentage of total employees, employees in technical roles and in people management roles; and
supported our global workforce during the COVID-19 pandemic by providing additional paid time off, COVID-19 support payments, and other benefits to support the safety, mental health and wellbeing of our employees.
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Executive Compensation Matters
Fiscal 2021 Performance Cash Bonus Awards for the Other NEOs
In determining the actual performance cash bonus awards for our other NEOs, Mr. Wilson and our Chief People Officer reviewed each NEO’s achievements against the individual performance objectives for fiscal 2021 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.
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Mr. Jorgensen
Chief Operating Officer and Chief Financial Officer
Mr. Jorgensen is responsible for EA’s financial management, operational effectiveness, and developing business strategies and opportunities for EA’s long-term growth.
Individual Performance Modifier
After reviewing his achievements for fiscal 2021, the Compensation Committee approved an IPM of 128% for Mr. Jorgensen.
Key Highlights for Fiscal 2021
To determine Mr. Jorgensen’s actual performance cash bonus award, the Compensation Committee considered that the Company exceeded its non-GAAP net revenue target and its non-GAAP earnings per share target in fiscal 2021, as well as Mr. Jorgensen’s individual performance, as highlighted below. The Compensation Committee also considered Mr. Jorgensen’s leadership and contributions in successfully navigating the Company through the challenges of the COVID-19 pandemic, as described above.
Under Mr. Jorgensen’s leadership during fiscal 2021, the Company:
achieved record cash flow provided by operations in fiscal 2021 of $1.934 billion, while continuing to efficiently manage the Company’s operating expenses;
saw growth across EA’s broad portfolio and diverse business models, including live services, for which we achieved record net bookings of $6.190 billion for the fiscal year;
announced a new two-year share repurchase program to repurchase up to $2.6 billion of EA common stock;
initiated a quarterly dividend for the first time in EA history; declared a cash dividend of $0.17 per share of EA common stock in Q3 and Q4 of fiscal 2021, returning over $98 million to stockholders;
raised $1.5 billion in debt financing at historically low interest rates;
successfully completed the acquisitions of Codemasters, Glu Mobile and Metalhead Software, accelerating our global leadership within racing entertainment and the growth of our mobile business, while also adding valuable IP to our portfolio and strengthening our global talent pool; and
effectively managed communications with investors and stockholders.

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Executive Compensation Matters
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Ms. Miele
Chief Studios Officer
Ms. Miele leads EA’s Worldwide Studios. She brings her expertise to empower transformative innovation at the creative heart of EA to deliver amazing games and experiences for our players around the world.
Individual Performance Modifier
After reviewing her achievements for fiscal 2021, the Compensation Committee approved an IPM of 140% for Ms. Miele.
Key Highlights for Fiscal 2021
To determine Ms. Miele’s actual performance cash bonus award, the Compensation Committee considered that the Company exceeded its non-GAAP net revenue target and its non-GAAP earnings per share target in fiscal 2021, as well as Ms. Miele’s individual performance, as highlighted below. The Compensation Committee also considered Ms. Miele’s leadership and contributions in successfully navigating the Company through the challenges of the COVID-19 pandemic, as described above.
Under Ms. Miele’s leadership, our worldwide studios delivered exceptional, high-quality experiences across our portfolio, all against the background of the ongoing pandemic. During fiscal 2021, Ms. Miele:
oversaw the delivery of new games, services, and content, generating revenue and platform growth, including:
the successful launch of 13 new games during fiscal 2021: Command & Conquer Remastered, Burnout Paradise Remastered, Madden NFL 21, FIFA 21, Rocket Arena, Star WarsTM: Squadrons, UFC® 4, Medal of HonorTM: Above and Beyond, Need for SpeedTM Hot Pursuit Remastered, and It Takes Two;
growth in our FIFA and Madden NFL franchises with the release of FIFA 21 and Madden NFL 21, with FIFA 21, life-to-date, having more than 25 million console/PC players;
saw a record number of new players join Madden NFL on console/PC during fiscal 2021;
Apex LegendsTM recording its second consecutive year of growth, and The SimsTM 4 recording its sixth consecutive year of growth, with almost 36 million players life to date;
her oversight and leadership of the development of future IP related to players-first titles, including College Football and Skate;
restructured EA Mobile, which positioned us for further growth and facilitated the Glu Mobile acquisition;
recruited new leaders into our Worldwide Studios organization, and further developed our talent pipeline;
improved and deepened player engagement with our products, with increased digital revenue driven by live service engagement; and
connected more players, across more platforms, and more ways to play.
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Executive Compensation Matters
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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 2021, the Compensation Committee approved an IPM of 128% for Mr. Moss.
Key Highlights for Fiscal 2021
To determine Mr. Moss’ actual performance cash bonus award, the Compensation Committee considered that the Company exceeded its non-GAAP net revenue target and its non-GAAP earnings per share target in fiscal 2021, as well as Mr. Moss’ individual performance, as highlighted below. The Compensation Committee also considered Mr. Moss’s leadership and contributions in successfully navigating the Company through the challenges of the COVID-19 pandemic, as described above.
During fiscal 2021, Mr. Moss:
oversaw the successful scaling and enhancement of EA’s digital platform, the technology supporting our growing digital business;
was responsible for ensuring platform performance, security, stability, availability, and timely delivery of the Company’s games and services;
achieved greater than 99.7% of availability of all services in fiscal 2021;
championed the use of technology, including enhanced collaboration and productivity platforms and tools, to ensure that our global workforce, including our game developers, had the necessary resources to work from home seamlessly in a secure and reliable environment;
oversaw the transition of our games to next generation consoles, including the successful launches of FIFA 21 and Madden NFL 21 on next-gen consoles;
continued to lead and oversee EA’s proprietary game engine technology, Frostbite; and
led the development of EA’s new technological innovations.
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Executive Compensation Matters
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Mr. Bruzzo
EVP, Marketing, Commercial and Positive Play
Mr. Bruzzo leads EA’s marketing and commercial operations and positive play. In addition to overseeing these organizations, he is responsible for EA’s long-term planning focused on initiatives that build meaningful connections with EA’s player base around the world, including business partnerships that concentrate on player health, community, inclusion, and positive play.
Individual Performance Modifier
After reviewing his achievements for fiscal 2021, the Compensation Committee approved an IPM of 128% for Mr. Bruzzo.
Key Highlights for Fiscal 2021
To determine Mr. Bruzzo’s actual performance cash bonus award, the Compensation Committee considered that the Company exceeded its non-GAAP net revenue target and its non-GAAP earnings per share target in fiscal 2021, as well as Mr. Bruzzo’s individual performance, as highlighted below. The Compensation Committee also considered Mr. Bruzzo’s leadership and contributions in successfully navigating the Company through the challenges of the COVID-19 pandemic, as described above.
During fiscal 2021, Mr. Bruzzo:
launched successful multichannel global marketing campaigns for EA’s major titles, including Apex LegendsTM, 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, increasing our active subscriber base across four platforms;
strengthened EA’s Positive Play mandate, which is focused on building better, healthier communities inside and outside of our games, by introducing EA’s Positive Play Charter, an updated set of community guidelines with clear consequences for players who engage in offensive or abusive acts in EA games and channels;
created events and campaigns to deepen EA’s player relationships with a focus on engagement and retention, including:
our “Stay Home, Play Together” initiative to bring the gaming community together while staying safe by staying home, with events for FIFA 20, Apex LegendsTM, The SimsTM 4, and Madden NFL 20; and
EA Play Live, which was reimagined as a live broadcast event with significant audience growth year-over-year.

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Executive Compensation Matters
Fiscal 2021 Performance Cash Bonus Awards
The Board of Directors for Mr. Wilson, and the Compensation Committee, in consultation with Mr. Wilson and our Chief People Officer, for all other NEOs, approved actual performance cash bonus payouts for the NEOs for fiscal 2021, as set forth below:
Target Annual
Bonus Award
Company Bonus Pool
Funding Percentage
(155%)
Individual
Performance
Modifier
Actual Fiscal 2021
Performance Cash
Bonus
Mr. Wilson $ 2,500,000 $ 3,875,000 129% $5,000,000
Mr. Jorgensen $ 1,114,583 $ 1,727,604 128% $2,211,333
Ms. Miele $ 817,125 $ 1,266,544 140% $1,773,162
Mr. Moss $ 715,875 $ 1,109,606 128% $1,420,296
Mr. Bruzzo $ 715,875 $ 1,109,606 128% $1,420,296
Equity Compensation
Fiscal 2021 Annual Equity Awards
Annual equity awards for fiscal 2021 were granted in June 2020 and were comprised of a mix of performance-based and time-based RSUs. Mr. Wilson’s annual equity award is split 60/40 between PRSUs and RSUs. All other NEOs’ annual equity awards are split 50/50 between PRSUs and RSUs. PRSUs vest based on the Company’s TSR relative to those companies listed in the NASDAQ-100 Index, and RSUs vest over 35 months, each as described below. The award mix serves to align the interests of our NEOs and our stockholders and to promote long-term retention of a strong leadership team in an industry and geographic area that is highly competitive for executive talent. Approximately 85% of our NEOs’ (including our CEO) average aggregate annual target total direct compensation for fiscal 2021 was delivered in the form of long-term equity incentives.
All Other NEOs’ Equity Mix CEO Mix
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Annual equity awards are designed to reward an executive for continued excellence, aid in retention, and provide incentives based on the attainment of long-term performance objectives. In May 2020, the Compensation Committee, and the Board of Directors for Mr. Wilson, approved fiscal 2021 annual equity awards for our NEOs based on their evaluation of Company performance; each NEO’s role and responsibilities; individual performance; retention considerations; competitive market practices, including comparative market data; and internal compensation alignment among our executive officers. In determining award size, the Compensation Committee and the Board of Directors also considered competitive recruiting pressures and the NEOs’ leadership in response to the challenges of the COVID-19 pandemic.

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Executive Compensation Matters
Our Fiscal 2021 CEO Annual Equity Award
graphic_ourfiscal2021ceoanb.jpg
In May 2020, the Board of Directors approved—on a one-time basis—an enhanced fiscal 2021 annual equity award for Mr. Wilson. The target value of Mr. Wilson’s equity award was $30 million, with 60% of the award granted in the form of PRSUs and 40% of the award granted in the form of RSUs. This award was granted to Mr. Wilson on June 16, 2020, before our 2020 annual meeting. As described above under “Executive Summary—Our Fiscal 2021 CEO Annual Equity Award,” the Board of Directors believes that Mr. Wilson has the strategic vision necessary to transform Electronic Arts into a digital interactive entertainment platform, has created exceptional value for stockholders during his seven-year tenure as CEO, and the Board of Directors is committed to retaining him. Moreover, the Board of Directors believed that making this larger than normal grant on a one-time basis was in the best interests of stockholders given the heightened competition for top executive talent (as described above under “Executive Summary—Recruiting and Retention Challenges and Considerations”) and the need to continue to retain and motivate Mr. Wilson. For these reasons, in May 2020, the Board of Directors approved—on a one-time-basis—a fiscal 2021 equity award for Mr. Wilson with a target value of $30 million. By comparison, the target value of his fiscal 2020 equity award was $15 million.
On May 20, 2021, the Board of Directors approved a fiscal 2022 annual equity award for Mr. Wilson with a target value of $18 million. This award was granted on June 16, 2021, and will be disclosed in the compensation tables in our fiscal 2022 proxy statement.
Target Value of Fiscal 2021 Annual Equity Awards
The following table shows the target value of the annual equity awards granted to our NEOs in June 2020, as approved by the Compensation Committee on May 13, 2020 and the Board of Directors on May 14, 2020, for Mr. Wilson. On June 16, 2020, the grant date, the values set forth below were converted into a number of PRSUs or RSUs, as applicable, based on the June 16, 2020 closing price of our common stock of $125.73, rounded down to the nearest whole unit.
Target PRSUs
($)
RSUs
($)
Mr. Wilson 18,000,000 12,000,000
Mr. Jorgensen 4,000,000 4,000,000
Ms. Miele 4,000,000 4,000,000
Mr. Moss 3,500,000 3,500,000
Mr. Bruzzo 3,500,000 3,500,000
Performance-Based Restricted Stock Units
Looking ahead to fiscal 2022: As discussed above under “Stockholder Outreach and Our Response,” the Compensation Committee approved substantive changes to our PRSU program for NEOs beginning in fiscal 2022, including eliminating the lookback feature, replacing annual vesting with three-year cliff vesting, and increasing the rigor of the payout scale to better align with market and peer practice. These key changes were made in consultation with the Compensation Committee’s new independent compensation consultant and management, after considering feedback from stockholders. Key highlights of the changes in comparison to the fiscal 2021 PRSU awards are highlighted below.
Fiscal 2021 PRSUs: For fiscal 2021, 60% of our CEO’s annual equity award, and 50% in the case of all other NEOs’ annual equity awards, was granted in the form of performance-based restricted stock units. To encourage our executives to focus on long-term stock price performance and to foster retention, performance for the fiscal 2021 PRSUs is measured over a three-year performance period. Our PRSU program structure for fiscal 2021 is described below.
Award Tranches and Vesting Measurement Periods: Each PRSU award is comprised of three tranches. The first, second, and third tranches 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”). As discussed above under “Stockholder Outreach and Our Response,” beginning in fiscal 2022, each component (relative TSR, net bookings and operating income) of the NEOs’ PRSU awards will cliff vest after the end of a three-year performance period and will not vest annually.
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Executive Compensation Matters
Relative NASDAQ-100 TSR Percentile: The number of PRSUs that an NEO may earn is based upon our TSR performance relative to the TSR of the companies in the NASDAQ-100 Index (the “Relative NASDAQ-100 TSR Percentile”) over the applicable Vesting Measurement Period. As discussed above under “Stockholder Outreach and our Response,” one-third of our NEOs’ fiscal 2022 PRSU awards will vest based on relative TSR performance, with the remaining two-thirds vesting based on the attainment of net bookings and operating income performance goals, weighted equally.
Relative NASDAQ-100 TSR Percentile Modifier and Payout Scale: Target vesting of PRSUs is tied to above-median performance compared to the NASDAQ-100 Index. If our Relative NASDAQ-100 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. The Relative NASDAQ-100 TSR Percentile Modifier, which can range from 0% to 200%, is based on the change in our stock price during the applicable Vesting Measurement Period using a 90-day trailing average stock price.
The following table illustrates the percentage of target PRSUs that could be earned at a Vesting Opportunity based on the Company’s Relative NASDAQ-100 TSR Percentile.
Relative NASDAQ-100 TSR Percentile
1st to
10th
11th
25th 40th 60th 75th 90th
94th to
100th
Relative NASDAQ-100 TSR Percentile Modifier 0% 2% 30% 60% 100% 145% 190% 200%
As discussed above under “Stockholder Outreach and Our Response,” we have modified the payout scale for the relative TSR portion of fiscal 2022 PRSU awards to align to peer and market practice. As a result, no PRSUs with respect to the relative TSR component of the PRSU awards will vest if our Relative NASDAQ-100 TSR Percentile is below the 25th percentile, and we will continue to require above-market performance to earn the target number of shares.
Vesting Opportunities: For each tranche, the number of PRSUs eligible to be earned for the applicable Vesting Measurement Period can range from 0% to 200% of the target PRSUs for such tranche. 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 illustration below depicts how the number of shares earned is calculated.
Target PRSUs   X  
Relative
NASDAQ-100
TSR Percentile Modifier
  =   Shares Earned
Remaining Award Units: As an incentive to keep our executives focused on long-term TSR performance and to balance the overall payout opportunity, our PRSU program provides an opportunity for our executives to earn PRSUs at the second and third Vesting Opportunities that were not earned at the first and second Vesting Opportunities, respectively, in an amount capped at 100% of the target number of PRSUs unearned from the previous Vesting Opportunities (“Remaining Award Units”). Shares subject to any Remaining Award Units are earned only if the Company’s Relative NASDAQ-100 TSR Percentile improves over the subsequent cumulative 24-month and/or 36-month Vesting Measurement Periods for the award. Under this scenario, all unearned PRSUs in excess of the target number of PRSUs eligible to be earned are forfeited. As described above under “Stockholder Outreach and Our Response,” we have eliminated this lookback feature from the relative TSR portion of fiscal 2022 PRSU awards.
Negative TSR Cap: The number of PRSUs that can be earned is capped at 200% of the target PRSUs available for vesting at a Vesting Opportunity. However, if the Company’s TSR at the end of a Vesting Measurement Period is negative on an absolute basis, the number of PRSUs that can be earned is capped at 100% of the target PRSUs available to vest at the corresponding Vesting Opportunity, regardless of whether the Company’s Relative NASDAQ-100 TSR Percentile is ranked above the 60th percentile at the end of a Vesting Measurement Period. This negative TSR cap will continue to apply to our fiscal 2022 PRSU awards.
Restricted Stock Units
RSUs reward absolute long-term stock price appreciation, promote retention, facilitate stock ownership, and align our NEOs’ interests to those of our stockholders. RSU awards granted to our NEOs as part of their annual equity awards cliff vest as to one-third of the award eleven months following the grant date, with the remainder of the award vesting in approximately equal increments every six months thereafter. For fiscal 2021, 40% of the total target value of our CEO’s annual equity award was made in the form of RSUs, and 50% of the total target value of each of our other NEOs’ annual equity awards was made in the form of RSUs.
Vesting of Performance Awards with Performance Periods Ending in Fiscal 2021
The following disclosure is with respect to PRSUs and PIRSUs that were earned at the end of fiscal 2021 based on performance. Notwithstanding the satisfaction of the relevant performance goals, the awards discussed below did not vest until May of 2021 and, as a result, the vesting will be reflected in the compensation tables included in our fiscal 2022 proxy statement. See our fiscal 2020 proxy statement for a description of the awards included in this year’s compensation tables.
2021 Proxy Statement
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Executive Compensation Matters
PRSU Awards
The graphic below illustrates the percentage of target PRSUs for the (1) first tranche of the fiscal 2021 PRSU awards, (2) second tranche of the fiscal 2020 PRSU awards, and (3) third tranche of the fiscal 2019 PRSU awards, in each case, that were earned for the 12-month, 24-month and 36-month measurement periods ending April 3, 2021 and vested in May 2021.
PRSU Award:
Performance
Period and
Grant Date
Measurement Period 90-day average
stock price (at
start of Vesting
Measurement Period)
90-day average
stock price (at
end of Vesting
Measurement Period)
EA TSR Relative TSR
Percentile
Vest Date Percentage of
Target PRSUs
Vested May
2021
Fiscal 2021 Award
(FY 2021 - FY 2023)
June 2020
Tranche One: 12-month measurement period ending April 3, 2021 $117.12 $138.77 18.5%
24th
May 2021
(First Vesting Opportunity)
28%
Fiscal 2020 Award
(FY 2020 - FY 2022)
June 2019
Tranche Two: 24-month measurement period ending April 3, 2021 $95.27 $138.77 45.7%
52nd
May 2021
(Second Vesting Opportunity)
84%
Fiscal 2019 Award
(FY 2019 - FY 2021)
June 2018
Tranche Three: 36-month measurement period ending April 3, 2021 $129.87 $138.77 6.9%
18th
May 2021
(Third Vesting Opportunity)
16%(1)
(1)The June 2018 PRSU delivered shares in respect of Remaining Award Units that did not vest at the first or second Vesting Opportunities for the award. Specifically, 12% of the target number of Tranche One PRSUs were earned at the third Vesting Opportunity for the award, and 12% of the target number of Tranche Two PRSUs were earned at the third Vesting Opportunity for the award. As described above, we have eliminated this lookback feature from the relative TSR portion of fiscal 2022 PRSU awards.
PIRSU Awards
As described in our fiscal 2018 proxy statement, in fiscal 2018, Messrs. Wilson, Jorgensen and Moss were granted performance-based incremental restricted stock units (“PIRSUs”). Vesting of the PIRSUs was based on the achievement of aggressive growth targets in the Company’s non-GAAP net revenue and free cash flow (“FCF”), weighted equally, over a four-year performance period ending on April 3, 2021. These performance measures were chosen to emphasize the importance of long-term, sustained strategic growth, as well as the cash generation capability of the business necessary to finance continued growth and investment requirements and to return value to stockholders. To earn any of the shares subject to the PIRSUs, the threshold level of performance had to be met for the applicable performance measure. Achievement of the performance measures at threshold, target or maximum levels would result in payouts of 50%, 100% or 200% of the portion of the target award allocated to each metric, with linear interpolation applying to attainment between these levels. The target performance levels were based on the Company’s long-term strategic plan reviewed by the Board Directors and were intended to be challenging based on anticipated growth over the performance period and to provide appropriate incentives for management to continue to grow the business from the baseline of record financial and operating achievements in fiscal 2017.
The table below shows the percentage of target PIRSUs that vested at the end of the four-year performance period based on our actual attainment against the applicable metric. Based on the combined level of attainment for each performance metric, 124,602, 83,067, and 58,147 PIRSUs vested on May 26, 2021 for Messrs. Wilson, Jorgensen and Moss, respectively.
Performance Metric
Target
($ millions)
Payout
(as % of Target)
Non-GAAP Net Revenue
(50% weighting)
pg27_barchartxnon-gaapnetra.jpg
80.5%
Free Cash Flow
(50% weighting)
pg27_barchartxfreecashflowa.jpg
103.1%
Appendix A to this Proxy Statement provides a reconciliation between our non-GAAP financial measures and our audited financial statements. For more information regarding our use of non-GAAP financial measures for our compensation programs, please refer to the information provided under the heading “About Non-GAAP Financial Measures” in Appendix A below.
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Executive Compensation Matters
Benefits and Retirement Plans
We provide a wide array of employee benefit programs to our regular employees, including our NEOs, based upon their country of employment. In the United States, our employee benefit programs for eligible employees include medical, dental, prescription drug, vision care, disability insurance, life insurance, accidental death and dismemberment (“AD&D”) insurance, flexible spending accounts, business travel accident insurance, an educational reimbursement program, an adoption assistance program, an employee assistance program, an employee stock purchase plan, paid time off, and relocation assistance.
We offer retirement plans to our employees based upon their country of employment. In the United States, our employees, including our NEOs, are eligible to participate in a tax-qualified 401(k) plan, with a Company discretionary matching contribution of up to 6% of eligible compensation. The amount of the total matching contribution is determined based on the Company’s fiscal year performance. We also maintain a nonqualified deferred compensation plan in which executive-level employees, including our NEOs and our directors, are eligible to participate. None of our NEOs participated in the deferred compensation plan during fiscal 2021.
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. Company reimbursed or provided air and ground transportation generally is limited to business travel.
The Process for Determining Our NEOs’ Compensation
Role of the Board of Directors, Compensation Committee, Compensation Consultant and Management
Our Board of Directors makes compensation decisions and approves the target total direct compensation for our CEO, in consultation with the Compensation Committee and the Compensation Committee’s independent compensation consultant. The Compensation Committee makes compensation decisions and approves the target total direct compensation for our other NEOs after receiving input, at the Compensation Committee’s request, from our CEO, our Chief People Officer, and the Compensation Committee’s independent compensation consultant.
Our CEO and Chief People Officer assist the Compensation Committee by providing information on corporate and individual performance, market compensation data and practices, and other executive compensation matters. At the beginning of each fiscal year, our CEO and Chief People 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). The Compensation Committee reviews and discusses these recommendations with our CEO and Chief People Officer and consider them as one factor in determining and approving the compensation of our NEOs.
The Compensation Committee engaged Compensia to advise on our fiscal 2021 executive compensation program, assist the Compensation Committee in reviewing and updating our compensation peer group, review and assess our compensation programs to determine if any changes needed to be made to remain market competitive, and advise on other executive compensation-related developments and trends. In January 2021, the Compensation Committee engaged Semler Brossy to advise on our executive compensation program, review and assess our compensation programs, advise on changes to our executive compensation program for fiscal 2022 and in response to our stockholder outreach, and other executive compensation-related developments and trends. Of the six meetings held by the Compensation Committee during fiscal 2021, Compensia attended three meetings in 2020 and Semler Brossy attended three meetings in 2021. Neither Compensia nor Semler Brossy provided services to the Company, other than executive compensation advice to the Compensation Committee. The Compensation Committee has reviewed the independence of Compensia and Semler Brossy and determined that neither Compensia’s nor Semler Brossy’s engagement raised any conflicts of interest. For information on the independence of Compensia and Semler Brossy, see the section of this Proxy Statement under the subheading “Compensation Committee” above.
2021 Proxy Statement
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Executive Compensation Matters
Executive Compensation Decision-Making Approach
The Board of Directors and the Compensation Committee believe that executive compensation should be evaluated holistically. They consider a variety of factors to guide their compensation decision-making process for our NEOs. These include:
Market trends, market data, and competitive environment: An evaluation of market trends and the competitive landscape for executive talent, which includes a review of the market practices of our peer group and other larger technology companies with which we compete for talent such as Alphabet, Amazon, Apple and Facebook, as well as compensation data for our peer group and executive compensation survey data of our peer group, including the Radford Global Technology Survey.
Corporate performance: An assessment of our financial, operating, and strategic performance.
Individual performance: A review of the NEO’s level of responsibilities, scope and complexity of role, experience, and tenure, as well as other factors unique to each NEO, including retention considerations.
Internal compensation alignment: A review to determine internal pay parity among our NEOs.
Peer Group
Each year, the Compensation Committee, with the independent compensation consultant’s advice and input, selects a group of peer companies (“peer group”) to use as a reference to better understand the competitive market for executive talent in our industry sectors and geographic region. The Compensation Committee engages in a quantitative and qualitative assessment to identify companies for the peer group:
that are similar to us, based on a combination of factors including revenue, market capitalization, total stockholder return, net income, and number of employees;
in the gaming, technology/internet, and entertainment industries;
with which we compete for executive talent; and
other relevant factors, including the number of current peer companies that identify EA as a peer and the percentage of shared peers.
Where some companies may not be similar in size to us based on quantitative factors, they still may be included in our peer group based on the qualitative factors described above. Based on public filings through June 1, 2021, the Company was at the 39th percentile with respect to annual revenues and at the 50th percentile with respect to market capitalization compared to our peers.
The Compensation Committee approved a peer group of 19 companies for fiscal 2021 compensation decisions. For each member of our peer group, one or more of the factors listed above was an appropriate reason for inclusion in our peer group. This peer group was the same as the fiscal 2020 peer group.
Video Game Technology/Internet Entertainment/Toys/Games
Activision Blizzard, Inc. Adobe Inc. Intuit Inc. AMC Networks Inc.
Take-Two Interactive Software, Inc. Autodesk, Inc. NVIDIA Corporation
CBS Corporation(3)
Booking Holdings Inc.
salesforce.com, inc.
Discovery, Inc.
Zynga Inc. eBay, Inc.
Symantec Corporation(2)
Netflix, Inc.
Expedia Group, Inc. VMware, Inc. Hasbro, Inc.
IAC/InteractiveCorp
(1)In February 2020, the Compensation Committee determined to remove Symantec Corporation and CBS Corporation as peers (due to Symantec’s sale of its enterprise security business to Broadcom Inc. and CBS’s merger with Viacom) once predecessor executive compensation data was no longer available for these companies. Predecessor executive compensation data was available for these companies when the Board of Directors and the Compensation Committee made its fiscal 2021 compensation decisions in May 2020.
(2)As in existence prior to the sale of its enterprise security business to Broadcom Inc. in November 2019.
(3)As in existence prior to its merger with Viacom, which was completed in December 2019.
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Executive Compensation Matters
Comparative Market Data
As part of its decision-making process, the Board of Directors and the Compensation Committee review peer group data when assessing the appropriateness and reasonableness of compensation levels and mix to determine if our compensation program aligns pay with performance, fairly rewards our executives for individual performance and contributions to our corporate performance and provides adequate retention and incentive value. The independent compensation consultant conducts a comprehensive analysis of our executive compensation program using publicly available compensation information on our peer group. Where sufficient peer group market data is not available for a specific executive position, the independent compensation consultant uses compensation survey data from the Radford Global Technology Survey, which consists of a broader group of similarly-sized technology companies, to understand competitive positioning. The independent compensation consultant’s analysis includes a comparison of the base salary, target total cash compensation, long-term incentives and target total direct compensation of each of our NEOs against executives holding similar positions in our peer group or from compensation survey data, where applicable. The Compensation Committee and the Board of Directors use the peer group and survey data provided by the independent compensation consultant as a reference rather than as a strict guide for compensation decisions and retain flexibility in determining NEO compensation.
Given the intense competitive market for executive talent, including considerations of the projected costs to hire and/or replace our top executives, for fiscal 2021 compensation decisions, the Board of Directors and the Compensation Committee considered many factors, including market trends, market data and the competitive environment; corporate and individual performance; and internal compensation alignment. The Board of Directors and the Compensation Committee also considered benchmarking and market position, and reviewed information about the 50th and 75th percentiles for target total direct compensation (base salary, bonus target and annual equity awards) for our NEOs but did not make compensation decisions strictly based on market positioning.
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. Change in Control Plan (the “CiC Plan”), which is a “double-trigger” change in control plan that provides payments and benefits if these executives incur a qualifying termination of employment in connection with a change in control. 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
In February 2021 in response to stockholder feedback, the Board of Directors adopted stock ownership guidelines with stricter holding requirements for our CEO and Section 16 officers who are executive vice presidents than under our previous stock ownership guidelines. Under these updated stock ownership guidelines, Section 16 officers must maintain stock ownership equal to the minimum ownership requirements listed in the table below.
Position Stock Ownership Value as a Multiple of Base Salary
Current Guidelines Prior Guidelines
CEO 10x 5x
Executive Vice President 3x 2x
Senior Vice President 1x 1x
We test the stock ownership holding requirement on an annual basis, and any Section 16 officer not in compliance with these guidelines must hold 50% of any net after-tax shares vesting from equity awards until the applicable requirement is met. As of April 3, 2021, the last day of fiscal 2021, each of our executive officers had either met his or her then-applicable stock ownership holding requirement or had not yet reached the date on which he or she is required to meet his or her ownership requirements, which is generally 50 months from the date of hire, appointment, or promotion. For promotions, executives must maintain their prior-level minimum holding requirements during any applicable transition period.
2021 Proxy Statement
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Executive Compensation Matters
Compensation Recovery (Clawbacks)
In February 2021 in response to stockholder feedback, the Board of Directors adopted an expanded Clawback Policy. The expanded Clawback Policy applies to current and former Section 16 officers of the Company. Under the Clawback Policy, if the Company is required to restate its financial results and the Board of Directors (or a committee thereof) determines that a covered officer engaged in an act of misconduct that resulted in the restatement, the Board of Directors (or a committee thereof) has the authority to recoup any excess incentive compensation (including cash and equity incentives) paid to a covered officer during the three years before the restatement.
In addition, our equity award agreements provide that if an employee engages in fraud or other misconduct that contributes to an obligation to restate the Company’s financial statements, the Compensation Committee may terminate the equity award and recapture any equity award proceeds received by the employee within the 12-month period following the public issuance or filing of the financial statements required to be restated.
Risk Considerations
The Compensation Committee considers, in establishing and reviewing our compensation programs, whether the programs encourage unnecessary or excessive risk taking and has concluded that they do not. See the section of this Proxy Statement entitled “Oversight of Risk Issues—Compensation Risk Assessment” above for an additional discussion of risk considerations.
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. Transition rules under the Tax Act allow payments made pursuant to written binding contracts in effect as of November 2, 2017 (if they are not materially modified after that date), to be deductible based on the pre-Tax Act rules. To the extent applicable to our existing contracts and awards, we intend to deduct such payments as appropriate, but there is no guarantee that such payments will be deductible.
We do not intend to change our pay-for-performance approach to awarding executive pay even though the Tax Act effectively eliminated the tax benefits of awarding qualifying performance-based compensation. 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.
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Executive Compensation Matters
Compensation Committee Report on
Executive Compensation
The following Compensation Committee Report on Executive Compensation shall not be deemed to be “soliciting material” or to be “filed” with the SEC nor shall this information be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that EA specifically incorporates it by reference into a filing.
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
COMPENSATION COMMITTEE MEMBERS
Luis Ubiñas (Chair)
Leonard S. Coleman
Jay C. Hoag
Heidi Ueberroth
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Executive Compensation Matters
Executive Compensation Tables
Fiscal 2021 Summary Compensation Table
The following table shows information concerning the compensation earned by or awarded to our Chief Executive Officer, our Chief Operating and Financial Officer, and our next three most highly compensated executive officers, in each case, for fiscal 2021, and, where applicable, fiscal 2020 and fiscal 2019. We refer to these individuals collectively as the “Named Executive Officers” or “NEOs.”
Name and Principal Position for Fiscal 2021
Fiscal
Year
Salary
($)
Stock
Awards
($)(1)
Non-Equity
Incentive Plan
Compensation
($)(2)
All Other
Compensation
($)(3)
Total
($)
Andrew Wilson
Chief Executive Officer
2021 1,249,615 32,870,225 5,000,000 45,980 39,165,820
2020 1,200,000 16,022,956 4,000,000 142,795 21,365,751
2019 1,192,308 17,090,597 37,166 18,320,071
Blake Jorgensen
Chief Operating and Financial Officer
2021 891,346 8,637,819 2,211,333 18,226 11,758,724
2020 850,000 16,864,334 1,700,000 96,247 19,510,581
2019 850,000 8,545,299 16,564 9,411,863
Laura Miele
Chief Studios Officer
2021 752,928 8,637,819 1,773,162 19,248 11,183,157
2020 691,745 14,137,880 1,175,000 79,900 16,084,525
2019 675,000 6,266,288 11,544 6,952,832
Kenneth Moss
Chief Technology Officer
2021 715,716 7,558,024 1,420,296 18,905 9,712,941
2020 691,745 12,367,266 1,125,000 79,710 14,263,721
2019 675,000 6,266,288 13,592 6,954,880
Chris Bruzzo
Chief Marketing Officer
2021 715,716 7,558,024 1,420,296 18,457 9,712,493
2020 691,745 5,340,920 1,125,000 71,597 7,229,262
2019 675,000 5,696,866 15,326 6,387,192
(1)Represents the aggregate grant date fair value of RSUs, PRSUs, and with respect to fiscal 2020, the PRSUs granted in November 2019 (“November 2019 PRSUs”). Grant date fair value is determined for financial statement reporting purposes in accordance with FASB ASC Topic 718 and the amounts shown may not reflect the actual value realized by the recipient. For RSUs, grant date fair value is calculated using the closing price of our common stock on the grant date. For the PRSUs and November 2019 PRSUs, which are subject to market conditions related to total stockholder return, the grant date fair value reported is based upon the probable outcome of such conditions using a Monte-Carlo simulation model. For additional information regarding the valuation methodology for RSUs, PRSUs, and November 2019 PRSUs, see Note 15, “Stock-Based Compensation and Employee Benefit Plans,” to the Consolidated Financial Statements in our Annual Report. The PRSUs granted to our NEOs in fiscal 2021 are referred to as “Market-Based Restricted Stock Units” in Note 15, “Stock-Based Compensation and Employee Benefit Plans,” to the Consolidated Financial Statements in our Annual Report.
The actual vesting of the PRSUs and November 2019 PRSUs will be between 0% and 200% of the target number of PRSUs and November 2019 PRSUs granted. The value of the PRSUs granted in fiscal 2021 on the date of grant assuming the highest level of performance conditions will be achieved is $35,999,768 for Mr. Wilson, $7,999,948 for Mr. Jorgensen, $7,999,948 for Ms. Miele, $6,999,892 for Mr. Moss, and $6,999,892 for Mr. Bruzzo, which is based on maximum vesting of the PRSUs multiplied by the closing price of our common stock on the grant date of $125.73. For additional information regarding the specific terms of the PRSUs granted to our NEOs in fiscal 2021, see the “Fiscal 2021 Grants of Plan-Based Awards Table” below.
(2)Represents amounts awarded to each NEO under the Executive Bonus Plan. For additional information about the annual performance cash bonuses paid to our NEOs in fiscal 2021, see “Our NEOs’ Fiscal 2021 Compensation—Annual Performance Cash Bonus Awards” in the “Compensation Discussion and Analysis” above.
(3)Amounts shown for fiscal 2021 represent (a) $1,270 in premiums paid on behalf of each NEO under Company sponsored group life insurance, AD&D and long-term disability programs and (b) Company matching contributions under the Company’s 401(k) plan of $17,169, $16,465, $16,834, $16,679, and $16,679 for Mr. Wilson, Mr. Jorgensen, Ms. Miele, Mr. Moss, and Mr. Bruzzo, respectively. For Mr. Wilson, the amount also includes membership dues of $25,000 for an executive organization; $660 for video game codes and $684 for a gift basket in recognition of his twenty years of service with the Company.

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Executive Compensation Matters
Fiscal 2021 Grants of Plan-Based Awards Table
The following table shows information regarding non-equity incentive and equity plan-based awards granted to our NEOs during fiscal 2021.
Estimated Possible
Payouts Under Non-
Equity Incentive Plan
Awards(2)
Estimated Future
Payouts Under
Equity Incentive
Plan Awards(3)
All Other
Stock Awards:
Number of
Shares of
Stock or
Units(4)
(#)
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(5)