Electronic Arts (EA) DEF 14ADefinitive proxy

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Electronic Arts Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Letter from our CEO and Board Chair		Letter from our Lead Director
We hope that you and your families are staying healthy and well. Looking back over the past year, I am incredibly proud of the amazing work our talented teams delivered, executing our strategy and fulfilling our mission to inspire the world to play. We believe that we are well-positioned for continued growth and impact in the years ahead. FISCAL 2022 HIGHLIGHTS Fiscal 2022 was a record year for Electronic Arts in every major measure – net revenue, net bookings, total players and engagement within our games and services. Our network of total players grew to more than half a billion unique active accounts. FIFA 22 was the biggest and most successful game in franchise history, life-to-date. Apex Legends exceeded $2 billion in net bookings life-to-date, becoming one of the most successful live services in the industry. Thank you to our teams for continuing to execute during challenging times to deliver these exceptional results. EVOLVING OUR MANAGEMENT TEAM As our industry grows, we continue to innovate, evolve, and drive transformation for our players. During fiscal 2022, we elevated Laura Miele to Chief Operating Officer where she leads Company-wide operations; Chris Bruzzo became Chief Experience Officer leading a team building deeper social experiences in and around our games; and we welcomed Chris Suh as Chief Financial Officer as we accelerate and transform our business for a socially-connected, cloud-enabled future. After nearly a decade of impactful contributions, our former COO and CFO Blake Jorgensen decided to transition from Electronic Arts. Blake has been an incredible partner, advisor, and colleague. OUR NEXT STEPS As we look ahead, this is an exciting time for Electronic Arts. In fiscal 2023, we are excited to grow by expanding our mobile business and building on opportunities with our EA SPORTS portfolio, particularly within our global football franchise which will move under a new EA SPORTS FC brand in 2023. And longer term, the opportunity is extraordinary. We believe that the future of entertainment is interactive and that the consumption of entertainment and sports is deeply social, with players across our network using games to stay connected to friends and to express themselves. While we continue to anchor our business on delivering amazing content and services to more players whenever and wherever they want to play, we also will build from that core and invest in new areas which we believe will translate into sustained growth. We’re proud of our performance in service of our stockholders, employees, players, and communities. We thank you for your investment in Electronic Arts. Sincerely,		We hope that you and your families remain well during this challenging time. We are incredibly proud of the accomplishments of our team over the past year and their ongoing commitment to our mission. We believe that Electronic Arts and its management team are well-positioned to enhance long-term value for EA’s stockholders and other stakeholders. STRONG AND REFRESHED BOARD Last year, we were excited to welcome Kofi Bruce and Rachel Gonzalez to our Board as independent directors. Kofi brings financial and risk management expertise as well as experience with operational strategies associated with consumer-facing businesses. And Rachel brings valuable perspectives to the Board through her deep knowledge of corporate governance and evolving stakeholder expectations. We look forward to their continued contributions. After over two decades on our Board, Len Coleman has chosen to step down. Thank you, Len, for your incredible guidance and service during your time on the Board. ENGAGEMENT WITH YOU We have continued to engage with many of you and have gained valuable insights from those conversations, particularly around our executive compensation programs, governance and ESG efforts. We’ve heard positive feedback from many of you about how we have evolved our executive compensation programs to attract and retain critical leaders, incentivize them to deliver on our strategy, and create long-term value. We also continue to evolve our corporate governance practices and ESG disclosures, including enhancing stockholder rights. FOCUS ON IMPACT The Board is focused on Electronic Arts’ efforts to create value for stockholders while creating positive impact in our workplaces and the world around us. We’ve continued to lead our industry in programs, practices and transparency with respect to diversity, equity and inclusion, including aligning our representation disclosures with the SASB framework and publishing our EEO-1 workforce diversity report. We supported accessibility in our games and services by announcing a patent pledge aimed at allowing royalty-free use and access to our innovative accessibility-centered technology patents for the broader game development community. And the Board continues to be actively engaged in overseeing important matters impacting EA’s workforce and culture. We look forward to continuing dialogue with our stockholders, and appreciate all of the feedback and engagement to date. Sincerely,
Andrew Wilson Chief Executive Officer and Board Chair		Luis A. Ubiñas Lead Independent Director

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Notice of Annual Meeting of Stockholders

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

Location Virtually at www.virtualshareholder meeting.com/EA2022

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

Voting Items
PROPOSALS

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

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

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

To approve our amended 2019 Equity Incentive Plan.

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

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

“FOR” each director nominee

“FOR”

“FOR”

“FOR”

“FOR”

“AGAINST”

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Stockholders will also act on any other matters that may properly come before the meeting. Any action on the items of business described above may be considered at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

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

Your vote is important. You do not need to attend the Annual Meeting to vote if you have submitted your proxy in advance of the meeting. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible so that your shares may be represented at the Annual Meeting. In the event of a technical malfunction or situation that makes it advisable to adjourn the Annual Meeting, the chair will convene the meeting at 2:30 p.m. Pacific Time on August 11, 2022 at the Company’s principal business address solely for the purpose of adjourning the meeting to reconvene at a date, time and location announced by the meeting chair. If this happens, more information will be provided at https://ir.ea.com.

By Order of the Board of Directors,

JACOB J. SCHATZ
Chief Legal Officer and Corporate Secretary

How to Vote

Online Before the Meeting Visit www.proxyvote.com and follow the instructions provided in the Notice.		Telephone Follow the instructions provided on your proxy card or voting instruction card.		Mail Submit your proxy by mail by signing your proxy card, and mail it in the enclosed, postage-paid-envelope.		Online at the Meeting Attend the Annual Meeting virtually at www.virtualshareholdermeeting.com/ EA2022 and follow the instructions on the website.

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Letter from our CEO and Board Chair			1		In this Proxy Statement, we make forward-looking statements regarding future events or the future financial performance of the Company. We use words such as “anticipate,” “believe,” “expect,” “intend,” “estimate,” “plan,” “predict,” “seek,” “goal,” “will,” “may,” “likely,” “should,” “could” (and the negative of any of these terms), “future” and similar expressions to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, trends in our business, projections of markets relevant to our business, our corporate responsibility initiatives (including environmental, social and impact matters), uncertain events and assumptions and other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are aspirational, are not guarantees of future performance and reflect management’s current expectations. Statements regarding our corporate responsibility initiatives may also be based on standards for measuring progress that are still developing, internal controls that are evolving, and on assumptions that are subject to change in the future; in the context of this disclosure, they may also not be considered material for purposes of reporting with the Securities and Exchange Commission. Our actual results could differ materially from those discussed in the forward-looking statements. Please refer to the Annual Report for a discussion of important factors that could cause actual events or actual results to differ materially from those discussed in this Proxy Statement. These forward-looking statements speak only as of the date of this Proxy Statement; we assume no obligation to revise or update any forward-looking statement for any reason, except as required by law.
Letter from our Lead Director			1
Notice of Annual Meeting of Stockholders			2
Inspiring the World to Play in FY 2022			4
Proxy Highlights			7
Board of Directors and Corporate Governance			12
	Board Nominees and Structure		12
	Board’s Role and Responsibilities		21
	Board Policies		24
	Director Compensation		25
Letter from our Compensation Committee			28
Compensation Discussion & Analysis			29
	Executive Summary		29
	Fiscal Year 2022 Executive Leadership Changes		31
	Stockholder Engagement		31
	Compensation Principles		35
	The Process for Determining Our NEOs’ Compensation		36
	Fiscal Year 2022 Compensation for Our New CFO		37
	Our NEOs’ Fiscal Year 2022 Compensation		39
	Other Compensation Practices and Policies		54
	Compensation Committee Report on Executive Compensation		55
Executive Compensation Tables			56
Audit Matters			65
	Selection and Engagement of Independent Registered Public Accounting Firm		65
	Fees of Independent Auditors		66
	Pre-approval Procedures		66
	Report of the Audit Committee of the Board of Directors		67
Stock Ownership Information			68
	Security Ownership of Certain Beneficial Owners and Management		68
	Stock Ownership Requirements		69
	Delinquent Section 16(a) Reports		69
	Insider Trading, Anti-Hedging and Anti-Pledging Policies		69
Proposals to be Voted on			70
	Proposal 1: Election of Directors		70
	Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation		71
	Proposal 3: Ratification of the Appointment of KPMG LLP, Independent Public Registered Accounting Firm		72
	Proposal 4: Approval of Our Amended 2019 Equity Incentive Plan		73
	Proposal 5: Amend our Certificate of Incorporation to Reduce the Threshold for Stockholders to Call Special Meetings from 25% to 15%		81
	Proposal 6: Stockholder Proposal on Termination Pay		83
Other Information			86
Appendix A: Supplemental Information for CD&A			91
Appendix B: Amended 2019 Equity Incentive Plan			94

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Inspiring the World to Play in FY 2022

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

Fiscal Year 2022 GAAP Financial Results & Operating Highlights

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INSPIRING THE WORLD TO PLAY IN FY 2022

ESG Focus and Highlights

EA is committed to making a positive impact in our world, and we continue to make progress on our initiatives supporting our players, our communities, our planet, and our company. Our Board and Board Committees review the Company’s commitments and progress. See page 23 for more information about Board and Committee oversight of ESG. We hold ourselves accountable to our commitments by transparently sharing the results of these efforts. In November 2021, we published our second annual Impact Report, detailing our commitments and progress in social, environmental, and governance areas that are of interest to our stakeholders. Our Impact Report was created with reference to the Sustainability Accounting Solutions Board (SASB) Materiality Map.

Our key focus areas include:

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

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INSPIRING THE WORLD TO PLAY IN FY 2022

Key Highlights

	Increased transparency regarding our workforce representation data by voluntarily disclosing EEO-1 diversity data. Made additional commitments, including to publish quantitative representation goals before the end of fiscal 2023; disclose voluntary attrition data by gender and race/ethnicity in our 2022 Impact Report; and disclose hiring and promotion data when significant to understand progress towards our representation goals.			Continued our Commitment to Pay Equity by maintaining base pay equity on the basis of gender globally and on the basis of race/ethnicity in the United States, inclusive of the workforces of recently acquired companies. Expanded our pay equity analysis to include annual bonus and equity compensation, identifying areas of focus, while working to correct them and eliminate bias across our elements of pay.
	Support Accessibility in our Games and Services by announcing a patent pledge aimed at allowing royalty-free use and access to our innovative accessibility-centered technology patents for the broader game development community.			Furthered our Commitment to Positive Play by using our Inclusive Design Framework to help development teams build products and services that embed inclusivity throughout the development lifecycle.
	Supported a Safe and Healthy Culture by operationalizing and scaling our People Relations Team dedicated to investigating reports of misconduct, including those related to discrimination, harassment, and bullying, as well as recommending enforcement actions.			Scaled our Environmental Sustainability Efforts by committing to use fiscal year 2023 as our baseline year to measure Scope 1 and 2 GHG emissions and building tools and systems to capture significant sources of Scope 3 emissions.

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Proxy Highlights

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

2022 Board Nominees

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

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

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Proxy Highlights

Board Diversity and Refreshment

The Board of Directors routinely assesses its composition and believes stockholder value can be driven by a board with the knowledge and understanding of the Company’s business from longer-tenured directors balanced with the fresh perspective and ideas driven by the addition of new members. The Board of Directors believes that complementary and diverse perspectives, through business experience, diversity of gender, ethnicity, culture and other factors, contribute to the Board of Directors’ effectiveness as a whole. The Nominating and Governance Committee and the Board of Directors are committed to actively seeking highly qualified women and individuals from underrepresented communities to include in the pool of potential new directors. When assessing potential new directors, the Nominating and Governance Committee considers the skills, background and experience of each candidate to evaluate the candidate’s ability to contribute diverse perspectives to the Board of Directors. The primary consideration is to identify candidates who will best fulfill the Board of Directors’ and the Company’s needs at the time of the search. Therefore, the Nominating and Governance Committee does not believe it is appropriate to either nominate or exclude from nomination an individual solely based on gender, ethnicity, race, age, or similar factors.

Director Nominee Tenure Median Tenure – 7 years Average Tenure – 7 years

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

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

Board Diversity Matrix (As of June 24, 2022)

*Mr. Coleman is retiring at the 2022 Annual Meeting

			Key Skills in Support of EA’s Strategy
Board Changes Since 2016 Added 4 highly skilled independent directors to our Board
			Financial Expertise	Corporate Governance	Digital Commerce	Sports, Media & Entertainment	Risk Management	Public Company C-Suite Leadership

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Proxy Highlights

Corporate Governance Highlights and Report

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Proxy Highlights

Board Engagement with Stockholders

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

Stockholder Engagement

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PROXY HIGHLIGHTS

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Board of Directors and Corporate Governance

Board Nominees and Structure

Each of the following director nominees has been nominated for election or re-election at the Annual Meeting. As set forth below, we believe each of these director nominees brings a valuable and unique perspective to the Board of Directors and has the necessary experience, skills and attributes to serve on the Board of Directors and contribute to its overall effectiveness. The Board of Directors has concluded that each is qualified to serve as a director based on the experiences, qualifications and attributes set forth below.

	Kofi A. Bruce 51  Independent  Chief Financial Officer, General Mills, Inc.			Director since: 2021
	Board Committees:	Other Public Company Directorships:	Directorships in Past 5 Years:	Diversity:
	Audit Committee	None	None	Identifies as African American

Background and Affiliations:	Education:
◼Chief Financial Officer, General Mills, Inc., a global manufacturer and marketer of branded consumer foods, 2020-present ◼Vice President, Finance (2014-2020) and Corporate Controller (2017-2019), General Mills, Inc.	◼B.A. in International Relations, Stanford University ◼M.B.A., University of Michigan School of Business (Ross)
Director Qualifications: Mr. Bruce brings to the Board of Directors extensive financial expertise and risk management experience as a current public company Chief Financial Officer. Prior to his appointment as Chief Financial Officer, Mr. Bruce had a 20-year career in finance leadership roles, including Treasury, Accounting and Controllership functions at public companies. In present and prior roles, he gained significant experience overseeing financial statement preparation, as well as the relationship with internal and external audit functions. In addition, Mr. Bruce brings to the Board of Directors his experience with operational strategies and risk management associated with consumer-facing businesses.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

	Rachel A. Gonzalez 52  Independent  Former General Counsel & Corporate Secretary, Starbucks Corporation & Sabre Corporation			Director since: 2021
	Board Committees:	Other Public Company Directorships:	Directorships in Past 5 Years:	Diversity:
	Nominating and Governance	None	Dana Incorporated	Identifies as Female Identifies as Hispanic/ Latino

Background and Affiliations:	Education:
◼EVP, General Counsel and Corporate Secretary of Starbucks Corporation, a global coffeehouse chain, April 2018-April 2022 ◼EVP, Chief Administrative Officer and Corporate Secretary of Sabre Corporation, a global travel technology company, May 2017-April 2018 ◼Executive Vice President and General Counsel of Sabre Corporation, September 2014-May 2017	◼B.S. degree in Comparative Literature, University of California, Berkeley ◼Law degree, Boalt Hall School of Law at the University of California, Berkeley
Key Qualifications: Ms. Gonzalez’s significant operational, regulatory and management experience as General Counsel and Corporate Secretary at Starbucks and Sabre, as well as during her time as a partner in the corporate group of Morgan, Lewis & Bockius, provides in-depth experience and perspective with respect to public company corporate governance, risk management, and ESG matters, as well as responding to evolving stockholder and other stakeholder expectations. In addition, Ms. Gonzalez’s experience at companies with strong digital marketing and international operations provide valuable insight to the Board of Directors and management as they execute the Company’s growth strategies.

	Jeffrey T. Huber 53  Independent  Founder & Managing Partner, Triatomic Capital			Director since: 2009
	Board Committees:	Other Public Company Directorships:	Directorships in Past 5 Years:
	Audit	Upstart, Inc.	None

Background and Affiliations:	Education:
◼Founder and Managing Partner of Triatomic Capital, an investment and advisory firm, January 2022–present. ◼Founding CEO and Vice Chairman of GRAIL, Inc., a life sciences company, 2016-2021 ◼Former Senior Vice President, Alphabet Inc., 2003-2016 ◼Former Vice President of Architecture and Systems Development, eBay	◼B.S. degree in Computer Engineering, University of Illinois ◼Master’s degree, Harvard University
Key Qualifications: Mr. Huber has extensive operational and management experience at companies that apply rapidly changing technology. Mr. Huber’s experience at Alphabet and eBay, in particular, provide background and experience, including risk management experience, with respect to consumer online companies that deploy large-scale technological infrastructure.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

	Talbott Roche 54  Independent  President and Chief Executive Officer, Blackhawk Network Holdings, Inc.			Director since: 2016
	Board Committees:	Other Public Company Directorships:	Directorships in Past 5 Years:	Diversity:
	Compensation (Chair)	None	Blackhawk Network Holdings, Inc. (formerly publicly-traded)	Identifies as Female

Background and Affiliations:	Education:
◼President (2010-present) and Chief Executive Officer (2016-present), Blackhawk Network Holdings, Inc., a leading prepaid payment network ◼Former Branding Consultant and Director, New Business Development, Landor Associates ◼Director, Blackhawk Network Holdings, Inc. (currently private)	◼B.A. in Economics, Stanford University
Key Qualifications: Ms. Roche brings to the Board of Directors extensive operational and management experience as well as significant experience in corporate governance, risk management, compensation program design, and investor engagement as the Chief Executive Officer of a global organization, including during Blackhawk Network Holdings’ time as a public company. In addition, Ms. Roche’s understanding and experience with digital commerce, marketing and consumer trends provide the Board of Directors with valuable perspective.

	Richard A. Simonson 62  Independent  Managing Partner, Specie Mesa L.L.C.; Former Chief Financial Officer, Sabre Corporation			Director since: 2006
	Board Committees:	Other Public Company Directorships:	Directorships in Past 5 Years:
	Audit (Chair)	Couchbase, Inc. Evercommerce, Inc.	Silver Spring Networks, Inc.

Background and Affiliations:	Education:
◼Managing Partner, Specie Mesa L.L.C., an investment and advisory firm, 2018-present ◼Former Chief Financial Officer (2013-2018) and Senior Adviser (2018-2019), Sabre Corporation, a global travel technology company ◼Former Chief Financial Officer, Nokia Corporation ◼Former Chief Financial Officer, Rearden Commerce	◼B.S. degree, Colorado School of Mines ◼M.B.A., Wharton School of Business, University of Pennsylvania
Key Qualifications: Mr. Simonson brings to the Board of Directors extensive financial expertise, corporate governance and risk management experience as a former public company Chief Financial Officer. He also has extensive experience with the strategic and operational challenges of leading global companies, as well as partnering with, and overseeing, relationships with independent public registered accounting firms.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

	Luis A. Ubiñas (Lead Director) 58  Independent  Former President, Ford Foundation, Former Senior Partner, McKinsey & Company				Director since: 2010
	Board Committees:	Other Public Company Directorships:	Other Trusteeships:	Directorships in Past 5 Years:	Diversity:
	Nominating and Governance (Chair)	AT&T Inc. Tanger Factory Outlet Centers Inc.	Mercer Funds	CommerceHub, Inc. Boston Private Financial Holdings, Inc. FirstMark Horizon Acquisition Corp. (SPAC)	Identifies as Hispanic/Latino

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

	Heidi J. Ueberroth 56  Independent  President, Globicon			Director since: 2017
	Board Committees:	Other Public Company Directorships:	Directorships in Past 5 Years:	Diversity:
	Compensation	Stillwater Growth Corp. (SPAC)	Santander Consumer USA Holdings Inc.	Identifies as Female

	Andrew Wilson (Chair) 46 Chief Executive Officer, Electronic Arts Inc.			Director since: 2013
	Board Committees:	Other Public Company Directorships:	Directorships in Past 5 Years:
	None	None	Intel Corporation

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Consideration of Director Nominees

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

The Nominating and Governance Committee will evaluate candidates proposed by our stockholders under similar criteria, except that it also may consider as one of the factors in its evaluation, the amount of EA voting stock held by the stockholder and the length of time the stockholder has held such stock. A stockholder who wishes to suggest a candidate for the committee’s consideration should send the candidate’s name and qualifications to our Corporate Secretary.

Director Independence

Our Board of Directors has determined that each of our non-employee directors, including Mr. Coleman who is not standing for re-election, qualifies as an “independent director” as that term is used in the Nasdaq Stock Market Rules and that each member of our standing committees is independent in accordance with those standards. Mr. Wilson, our CEO, does not qualify as independent. The Nasdaq Stock Market Rules have both objective tests and a subjective test for determining independence. The Board of Directors has not established categorical standards or guidelines to make these subjective determinations but considers all relevant facts and circumstances.

In addition to the Board-level standards for director independence, the directors who serve on the Nominating and Governance, Audit and Compensation Committees each satisfy requirements established by the Securities and Exchange Commission (“SEC”) and the Nasdaq Stock Market to qualify as “independent” for the purposes of membership on those committees.

Board Structure and Operations

Board Meetings

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

DIRECTOR ATTENDANCE AT ANNUAL MEETING

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

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board of Directors Leadership Structure

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

	Andrew Wilson Chief Executive Officer and Board Chair
The Board of Directors believes that Mr. Wilson has invaluable knowledge regarding the Company and the interactive entertainment industry and is uniquely positioned to lead the Board of Directors in its review of management’s strategic plans. In addition, the Board of Directors believes that Mr. Wilson’s combined role enables decisive leadership, promotes clear accountability, and enhances the Company’s ability to communicate its strategy and message clearly and consistently to stockholders, employees and other stakeholders. With Mr. Wilson as Chief Executive Officer and Chair, the Board of Directors is focused on practices and programs that promote and facilitate independent viewpoints and strengthen effective independent oversight of management. These considerations include a strong and empowered Lead Independent Director, the current membership of the Board of Directors, which has a balanced mix of shorter tenured and longer tenured directors and representation of diverse perspectives based on background, including business experience, gender, race, ethnicity, professional skills and experiences, and other factors. The Board of Directors also maintains strong standing committees, which are entirely composed of independent directors, and have empowered Committee Chairs.

	Luis A. Ubiñas Lead Independent Director
The Board of Directors understands and values the role of independent leadership. Mr. Ubiñas has served as our Lead Independent Director since 2015, and his current two-year term ends with our 2023 annual meeting, subject to Mr. Ubiñas’ re-election to the Board of Directors. Mr. Ubiñas, the Chair of our Nominating and Governance Committee, has extensive experience as a public company director and deep knowledge and understanding of governance practices and board functions from his work with companies across sectors; he also has spoken directly with several of the Company’s largest investors. Mr. Ubiñas plays an important role in providing institutional knowledge and brings the history of having experienced multiple lifecycles of our businesses. Given Mr. Ubiñas’ strong qualifications and corporate governance expertise including his experience as our Lead Independent Director, the Board believes that Mr. Ubiñas’ contributions continue to be of great value to the Board of Directors and to stockholders. In fiscal year 2022, the Board of Directors reviewed the role of the Lead Independent Director and enhanced those responsibilities to provide best-in-class mechanisms for independent viewpoints and accountability. Mr. Ubiñas’ key roles and responsibilities are contained in our Corporate Governance Guidelines which are available on our Investor Relations website at http://ir.ea.com and include:
◼Calling special meetings of the independent directors, as needed; ◼Presiding at meetings of the Board of Directors at which the Chair is not present, including executive sessions of the Board of Directors; ◼Approving the agenda for Board of Directors meetings; ◼Consulting with respect to materials provided to directors in advance and providing feedback to the Chair about the quality of those materials; ◼Assessing the timeliness of information communicated from management and the Board of Directors; ◼Along with the Chair, jointly determining the timing and length of meetings of the Board of Directors to assure there is sufficient time for discussion of all agenda items;		◼Serving as a liaison between the Chair and the other independent directors; ◼Facilitating open discussion and constructive feedback among independent directors and committee chairs and providing feedback and perspective to the Chair about discussions among the independent directors; ◼Overseeing the process for the Board of Directors’ annual self-evaluation along with the Nominating and Governance Committee; ◼Leading the Board of Directors’ evaluation of the Chief Executive Officer along with the Nominating and Governance Committee; and ◼Overseeing the Board of Directors’ stockholder communication policies and meeting with major stockholders.

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Board Committees

The Board of Directors currently has a standing Audit Committee, Compensation Committee and Nominating and Governance Committee. Each of these standing committees operates under a written charter adopted by the Board of Directors. These charters are available in the Investor Relations section of our website at http://ir.ea.com.

All members of these committees are independent directors. During fiscal year 2022, all nine directors attended or participated in 90% or more of the aggregate of (1) the number of applicable meetings of the Board of Directors and (2) the number of applicable meetings held by each committee on which such director was a member. The members of our standing committees are set forth below:

	Audit Committee
	Members						Meetings in FY 2022:
		RICHARD A. SIMONSON (Chair)		JEFFREY T. HUBER		KOFI A. BRUCE	8

Responsibilities of the Audit Committee

As determined by the Board of Directors, each of the three current Audit Committee members meets the independence requirements and the financial literacy standards of the Nasdaq Stock Market Rules, as well as the independence requirements of the SEC. The Board of Directors has determined that each of Mr. Simonson and Mr. Bruce meets the criteria for an “audit committee financial expert” as set forth in applicable SEC rules. The Audit Committee has the authority to obtain advice and assistance from outside advisors without seeking approval from the Board of Directors, and the Company will provide appropriate funding for payment of compensation to advisors engaged by the Audit Committee.

	Nominating and Governance Committee
	Members						Meetings in FY 2022:
		LUIS A. UBIÑAS (Chair)		LEONARD S. COLEMAN		RACHEL A. GONZALEZ	4

Responsibilities of the Nominating and Governance Committee

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

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	Compensation Committee
	Members						Meetings in FY 2022:
		TALBOTT ROCHE (Chair)		LEONARD S. COLEMAN		HEIDI J. UEBERROTH	6

Responsibilities of the Compensation Committee

As determined by the Board of Directors, each of the members of the Compensation Committee meets the independence requirements of the Nasdaq Stock Market Rules and the SEC rules. The Compensation Committee has the authority to engage the services of outside advisors after first conducting an independence assessment in accordance with applicable laws, regulations and exchange listing standards. During fiscal year 2022, the Compensation Committee directly engaged Semler Brossy Consulting Group, a national compensation consulting firm, to advise on executive compensation matters. Please refer to the section titled “The Process for Determining Our NEOs’ Compensation” in the “Compensation Discussion and Analysis” section of this Proxy Statement, for additional information regarding the role of Semler Brossy in advising the Compensation Committee on our executive compensation program. The Compensation Committee has reviewed the independence of Semler Brossy and has determined that its engagement does not raise any conflicts of interest. The Compensation Committee may also delegate any of its authority and duties to subcommittees, individual committee members or management, as it deems appropriate in accordance with applicable laws, rules and regulations.

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

For further information about the role of our Compensation Committee and executive officers in recommending the amount or form of executive compensation, please see “The Process for Determining our NEOs’ Compensation” in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2022, no member of the Compensation Committee was an employee or current or former officer of EA, nor did any member of the Compensation Committee have a relationship requiring disclosure by EA under Item 404 of Regulation S-K. No EA officer serves or has served since the beginning of fiscal year 2022 as a member of the board of directors or the compensation committee of a company at which a member of EA’s Board of Directors and Compensation Committee is an employee or officer.

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Annual Board and Committee Self-Evaluations

Our Board of Directors and each of our committees conducts an annual evaluation, which includes a qualitative assessment by each director of the performance of the Board of Directors, as a whole, and the committee or committees on which each director serves. The evaluation is intended to determine whether the Board of Directors and each committee are functioning effectively, and to provide them with an opportunity to reflect upon and improve processes and effectiveness. Our Lead Independent Director, Mr. Ubiñas, oversees the process for the Board of Directors’ annual self-evaluation along with the Nominating and Governance Committee. A summary of the results is presented to the Nominating and Governance Committee and the Board of Directors on an aggregated basis, noting any themes or common issues.

Board’s Role and Responsibilities

Oversight of Business Strategy

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

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Oversight of Risk Issues

		Audit Committee
	◼ Risks related to financial reporting, internal controls and procedures, investments, tax and treasury matters and legal compliance. ◼ Oversees our enterprise risk management program, which identifies and prioritizes material risks for the Company. ◼ Risks related to ESG issues, including human capital matters, as they relate to financial and enterprise risks.
		Nominating and Governance Committee		Compensation Committee
	◼ Risks related to director and emergency CEO succession planning. ◼ Risks related to our corporate governance policies and practices. ◼ Risks related to human capital management and culture.		◼ Reviews compensation-related risks. ◼ Risks related to pay equity.
	Each of the committees regularly reports to the full Board of Directors on matters relating to the specific areas of risk that each committee oversees.

Compensation Risk Assessment

As part of their risk oversight efforts, the Compensation Committee evaluates our compensation programs to determine whether the design and operation of our policies and practices could encourage executives or employees to take excessive or inappropriate risks that would be reasonably likely to have a material adverse effect on the Company and has concluded that they do not. In making that determination, the Compensation Committee considered the design, size and scope of our cash and equity incentive programs and program features that mitigate against potential risks, such as payout caps, clawbacks, the quality and mix of performance-based and “at risk” compensation, and, with regard to our equity incentive programs, the stock ownership requirements for our executives. The Compensation Committee reviewed the results of their evaluation with management and Semler Brossy. The Compensation Committee has concluded that our compensation policies and practices strike an appropriate balance of risk and reward in relation to our overall business strategy, and do not create risks that are reasonably likely to have a material adverse effect on the Company. The “Compensation Discussion and Analysis” section below generally describes the compensation policies and practices applicable to our named executive officers.

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Oversight of ESG Matters

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

	Human Capital Management The Board reviews material human capital management programs, practices and strategies, including organizational health at least twice annually.			Overall ESG Performance The Nominating and Governance Committee reviews topics such as our overall ESG performance, disclosures and investor engagement at least twice annually and surfaces our progress to the Board. These updates include a review of market developments, frameworks, evolving stakeholder expectations and EA’s potential responses.
	DEI The Nominating and Governance Committee reviews our initiatives related to diversity, equity and inclusion, and will review our goals and progress towards achieving those goals at least twice annually.			Environmental Sustainability The Nominating and Governance Committee oversees our commitments to environmental sustainability.
	Talent and Culture The Nominating and Governance Committee reviews efforts to maintain a safe and healthy culture, including key cultural indicators, at least twice annually.			Pay Equity At least annually, the Compensation Committee reviews our commitments to pay equity.

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Board Policies

Related Persons Transactions Policy

Our Board of Directors has adopted a written Related Person Transactions Policy that describes the procedures used to process, evaluate, and, if necessary, disclose transactions between the Company and its directors, officers, director nominees, greater than 5% beneficial owners, or an immediate family member of any of the foregoing. We review any transaction or series of transactions which exceeds $120,000 in a single fiscal year and in which any related person has a direct or indirect interest, as well as any transaction for which EA’s Global Code of Conduct or Conflict of Interest Policy would require approval of the Board of Directors.

Once a transaction has been identified, the Audit Committee (if the transaction involves an executive officer) or the Nominating and Governance Committee (if the transaction involves a director) will review the transaction at the next scheduled meeting of such committee. Transactions involving our CEO will also be reviewed by our independent Chair or Lead Independent Director if the Chair is not independent. Transactions involving employee compensation will also be submitted to the Compensation Committee for approval. If it is not practicable or desirable to wait until the next scheduled meeting, the chairperson of the applicable committee considers the matter and reports back to the relevant committee at the next scheduled meeting. In determining whether to approve or ratify a transaction, our committees (or the relevant chairperson of such committee) consider all of the relevant facts and circumstances available and transactions are approved only if they are in, or not inconsistent with, the best interests of EA and its stockholders. No member of a committee reviewing a potential related person transaction may participate in any review, consideration or approval of any transaction if the member or their immediate family member is the related person.

Related Persons Transactions

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

Global Code of Conduct and Corporate Governance Guidelines

We have adopted a Global Code of Conduct that applies to our directors, and all employees, including our principal executive officer, principal financial officer, principal accounting officer, and other senior financial officers, as well as Corporate Governance Guidelines. These documents, along with our organizational documents and committee charters, form the framework of our corporate governance. Our Global Code of Conduct, Corporate Governance Guidelines and committee charters are available in the Investor Relations section of our website at http://ir.ea.com. We post amendments to or waivers from our Global Code of Conduct in the Investor Relations section of our website.

Stockholder Communications with the Board of Directors

EA stockholders may communicate with the Board of Directors as a whole, with a committee of the Board of Directors, or with an individual director by sending a letter to EA’s Corporate Secretary at Electronic Arts Inc., 209 Redwood Shores Parkway, Redwood City, CA 94065, or by sending an email to StockholderCommunications@ea.com. Our Corporate Secretary will forward to the Board of Directors all communications that are appropriate for the Board of Directors’ consideration. For further information regarding the submission of stockholder communications, please visit the Investor Relations section of our website at http://ir.ea.com.

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Director Compensation

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

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

Cash Compensation

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

In addition, individual directors are eligible to earn up to $1,000 per day, with the approval of the Board of Directors, for special assignments, which may include providing oversight to management in areas such as sales, marketing, public relations, technology and finance (provided, however, no independent director is eligible for a special assignment if the assignment or payment for the assignment would prevent the director from being considered independent under applicable Nasdaq Stock Market or SEC rules). No non-employee directors earned any compensation for special assignments during fiscal year 2022.

Equity Compensation

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

Under the terms of our equity incentive plan, non-employee directors may elect to receive all or part of their cash compensation (as described above) in the form of shares of our common stock. As an incentive for our non-employee directors to increase their stock ownership in EA, non-employee directors making such an election receive vested shares of common stock valued at 110% of the cash compensation they otherwise would have received. These shares are awarded via the grant and immediate exercise of a stock option having an exercise price equal to the fair market value of our common stock on the grant date, which is the first trading day of each quarter of the Board year. Ms. Gonzalez, Mr. Hoag, Mr. Huber, Ms. Roche, Mr. Simonson, and Ms. Ueberroth received all or part of their cash compensation in the form of our common stock during fiscal year 2022.

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Other Benefits

Non-employee directors who are not employed with any other company are offered an opportunity to purchase certain EA health, dental and vision insurance while serving as a director. Participating directors pay 100% of their own insurance premiums. In addition, we offer non-employee directors the opportunity to receive cybersecurity services to protect their privacy, home networks, and devices, where they may conduct EA business. The Company is charged an annual fee per participating director; currently, the per person annual fee is less than $4,000 for these services.

Fiscal Year 2022 Director Compensation Table

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

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

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Letter from our Compensation Committee

Dear Fellow Stockholders,

We Are Engaged, Listening, and Responding to Our Stockholders

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

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

Evolution of Our Executive Compensation Program

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

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

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

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

Sincerely,

THE COMPENSATION COMMITTEE

TALBOTT ROCHE (Chair)
LEONARD S. COLEMAN
HEIDI UEBERROTH

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Compensation Discussion & Analysis

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

Executive Summary

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

Key Highlights for the Fiscal Year Included:

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COMPENSATION DISCUSSION & ANALYSIS

Fiscal Year 2022 Performance Highlights

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

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

Fiscal Year 2022 GAAP Financial Results and Operating Highlights

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Fiscal Year 2022 Executive Leadership Changes

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

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

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

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

Stockholder Engagement

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

JUNE - AUGUST Ahead of our annual meeting, we engage with investors to answer questions and understand their views on matters relating to our annual proxy statement				SEPTEMBER - NOVEMBER Review stockholder votes at our most recent annual meeting, identify potential areas of concern, and evaluate our governance and executive compensation practices
APRIL - MAY Review feedback from winter engagement, and consider any enhancements to our executive compensation program, governance and ESG				DECEMBER - MARCH Conduct meetings with stockholders and proxy advisors to consider any issues raised and to solicit feedback on governance, executive compensation, and other topics of interest

2021 Say-on-Pay Vote

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

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

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Winter 2022 Stockholder Engagement: After Our 2021 Annual Meeting

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

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

What We Heard / Our Actions and Perspective

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

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Summer 2021 Stockholder Engagement: Before Our 2021 Annual Meeting

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

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

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Compensation Principles

Philosophy and Objectives

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

Recruiting and Retention Challenges and Considerations

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

Compensation and Governance Practices

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

	What We Do			What We Don’t Do
✓Structure executive compensation to link pay and performance ✓Provide a high percentage of variable, at-risk pay; approximately 93% of NEO compensation is variable and at-risk* ✓Cap performance-based annual bonus and long-term equity incentive payouts for NEOs ✓Require our executives to satisfy robust stock holding requirements ✓Conduct regular stockholder outreach ✓Perform an annual risk assessment of our executive compensation program ✓Maintain a clawback policy covering cash and equity incentives ✓Evaluate our compensation peer group at least annually ✓Engage an independent compensation consultant to advise the Compensation Committee ✓Conduct formal executive succession planning			✕No “single-trigger” change in control arrangements ✕No excise tax gross-ups upon a change in control ✕No executive employment contracts (other than as required by local jurisdictions) ✕No repricing of options without stockholder approval ✕No hedging or pledging of EA stock ✕No excessive perquisites ✕No payment of dividends or dividend equivalents on unearned or unvested equity awards

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The Process for Determining Our NEOs’ Compensation

Executive Compensation Decision-Making Approach

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

Peer Group

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

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

Fiscal Year 2022 Peer Group

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

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COMPENSATION DISCUSSION & ANALYSIS

Looking Ahead to Fiscal Year 2023

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

Comparative Market Data

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

Fiscal Year 2022 Compensation for Our New CFO

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

Annual Base Salary and Target Bonus Opportunity

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

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COMPENSATION DISCUSSION & ANALYSIS

New Hire Compensation

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

New Hire Sign-On Bonus

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

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

New Hire Equity Award

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

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

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Our NEOs’ Fiscal Year 2022 Compensation

Target Total Direct Compensation for Fiscal Year 2022

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

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

CEO	NEOs (Excluding CEO and CFO)

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Our Elements of Pay

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

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Base Salary

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

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

Annual Performance Cash Bonus Awards

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

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Process to Determine Performance Cash Bonus Awards

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

Step 1: Approve Target Bonus Percentages and Maximum Award Amounts

APPROVE TARGET BONUS PERCENTAGES

Each fiscal year, the Compensation Committee, and the Board of Directors for Mr. Wilson, sets the amounts of the target annual performance cash bonus awards as a percentage of each NEO’s base salary (“target bonus”) based on factors including individual performance, the market for similar positions, level of responsibilities, complexity of role, pay practices at our peer group for comparable positions, and internal compensation alignment. For fiscal year 2022, the Board of Directors, in the case of Mr. Wilson, and the Compensation Committee, in the case of the other NEOs then serving, determined that there would be no increases in the target bonus percentages for any NEOs.

Fiscal Year 2022 Target Bonus Percentages

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

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

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

Step 2: Set Performance Goals

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

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

Fiscal Year 2022 Targets

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

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

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

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

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

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Step 3: Determine Company Bonus Pool Funding

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

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

		THRESHOLD	TARGET	MAXIMUM
Non-GAAP Net Revenue (in billions)
Non-GAAP Diluted EPS
Funding Percentage(1)

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

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

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Step 4: Conduct Individual Performance Assessments and Determine IPMs

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

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

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

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

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

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	Mr. Wilson Chief Executive Officer
Individual Performance Modifier After reviewing his achievements for fiscal year 2022, the Board of Directors approved an IPM of 140% for Mr. Wilson. Key Highlights for Fiscal Year 2022 The Board of Directors considered Mr. Wilson’s performance against the financial and strategic and operating objectives for fiscal year 2022, as highlighted below. Non-GAAP Financial Objectives:

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Fiscal Year 2022 Performance Cash Bonus Awards for Our Other NEOs

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

	Ms. Miele Chief Operating Officer
Ms. Miele manages company-wide operations. Before assuming the role of Chief Operating Officer, she served as Chief Studios Officer, where she oversaw 25+ studios, bringing her expertise to empower transformative innovation at the creative heart of EA to deliver amazing experiences for players around the world. Individual Performance Modifier After reviewing her achievements for fiscal year 2022, the Compensation Committee approved an IPM of 130% for Ms. Miele. Key Highlights for Fiscal Year 2022 During fiscal year 2022, Ms. Miele:
◼assumed increased responsibility upon her promotion to Chief Operating Officer, with responsibility for managing company-wide operations; ◼oversaw the delivery of new games, services, and content, generating revenue and platform growth, including: ◼launching 9 major new games during fiscal year 2022, while our teams continue to work primarily from home: Knockout City, Mass Effect Legendary Edition, F1 2021, FIFA 22, Lost in Random, Madden NFL 22, Battlefield 2042, NHL 22, and GRID Legends; ◼growing Apex Legends into one of the most successful ongoing live services in the industry, with more than 25 million new players joining in the last year and monthly active players up more than 35% year-over-year; ◼launching FIFA 22, which was the strongest FIFA ever, launch to fiscal year end;		◼integrating teams and products from our acquisitions of Codemasters, Glu Mobile, Metalhead Software, and Playdemic, with notable successes including F1 2021 performing well above expectations; ◼the announcement of a new agreement with Disney & Lucasfilm Games to develop new experiences in the Star Wars universe, with Respawn leading development of the next game in our action-adventure Star Wars Jedi series, as well as two additional Star Wars titles; ◼developing a deep pipeline of announced and unannounced projects with our wholly-owned IP, including Need for Speed, The Sims, Skate, Dead Space, and more; and ◼recruited new leaders into our EA Studios organization, and further developed our talent pipeline.

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	Mr. Moss Chief Technology Officer
Mr. Moss leads the strategy and vision behind EA’s Digital Platform, Frostbite Engine, and Information Technology organizations. He oversees mechanisms to ensure the most seamless experience for players, including Identity & Fraud, Security, Data, Games Services, Infrastructure, Mobile Platform and Frostbite Engine to drive the future of the gameplay experience. Individual Performance Modifier After reviewing his achievements for fiscal year 2022, the Compensation Committee approved an IPM of 110% for Mr. Moss. Key Highlights for Fiscal Year 2022 During fiscal year 2022, Mr. Moss:
◼enhanced infrastructure performance, security, stability, and availability to support on time delivery and ongoing operations of EA’s games and services; ◼advanced EA’s security posture against increasingly sophisticated cybersecurity threats; ◼enabled our evolving operational response to the pandemic and supported workforce productivity as our workforce transitions from a distributed workforce to new work models at our global locations;		◼expanded EA’s proprietary game engine technology, Frostbite, to support more EA Sports games (added support for NHL, UFC) as well as more platforms like Nintendo Switch and Android, and enhanced content creator workflows; and ◼achieved critical technology integrations for four newly acquired organizations.

	Mr. Bruzzo Chief Experience Officer
Mr. Bruzzo oversees EA’s marketing team, the Worldwide Customer Experience team, and the Positive Play Group as a collection of functions that create unified and rewarding experiences for our players. The Experience organization leads the Company’s efforts to build a social ecosystem in and around our games to deepen engagement and build stronger connections between our players and fans. Individual Performance Modifier After reviewing his achievements for fiscal year 2022, the Compensation Committee approved an IPM of 130% for Mr. Bruzzo. Key Highlights for Fiscal Year 2022 During fiscal year 2022, Mr. Bruzzo:
◼assumed increased responsibility upon his promotion to Chief Experience Officer, with responsibility for overseeing Worldwide Customer Experience and our efforts to build a social ecosystem in and around our games; ◼launched successful multichannel global marketing campaigns for EA’s major titles, including FIFA 22 and Apex Legends, to help increase sales across EA’s broad portfolio and diverse business models, including live services; ◼developed marketing campaigns to broaden the reach of EA’s subscription services;		◼scaled our social impact efforts around volunteerism and philanthropy, including relief efforts for Ukraine and our global celebration honoring Juneteenth; and ◼continued to strengthen EA’s Positive Play mandate, which is focused on building better, healthier communities inside and outside of our games.

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	Mr. Jorgensen Executive Vice President, Strategic Projects, and former Chief Financial and Operating Officer
As EA’s Chief Operating Officer through October 2021 and Chief Financial Officer through February 2022, Mr. Jorgensen was responsible for EA’s financial management, operational effectiveness, and development of business strategies and opportunities for EA’s long-term growth. Mr. Jorgensen currently serves as EVP, Strategic Projects and is assisting with the CFO transition and special projects. Individual Performance Modifier After reviewing his achievements for fiscal year 2022, the Compensation Committee approved an IPM of 110% for Mr. Jorgensen. Key Highlights for Fiscal Year 2022 Under Mr. Jorgensen’s leadership during fiscal year 2022, the Company:
◼generated net revenue of $6.991 billion, a 24% increase over fiscal year 2021; ◼achieved cash flow provided by operations of $1.899 billion, while continuing to efficiently manage our operating expenses; ◼saw growth across EA’s broad portfolio and diverse business models, including live services, for which we achieved net bookings of $7.515 billion for the fiscal year;		◼returned nearly $1.5 billion to stockholders through share repurchases and quarterly dividends; ◼completed the acquisitions of Glu Mobile, Metalhead Software, and Playdemic, further accelerating the growth of our mobile and sports business, while also adding valuable IP to our portfolio and strengthening our global talent pool; and ◼assisted with the CFO transition and special projects.

Fiscal Year 2022 Performance Cash Bonus Awards

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

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COMPENSATION DISCUSSION & ANALYSIS

Long-Term Equity Incentives

Fiscal Year 2022 Annual Equity Awards

Annual equity awards for fiscal year 2022 were granted in June 2021 to our NEOs at the time and consisted of a mix of performance-based and time-based RSUs. Mr. Suh joined EA in March 2022 and did not receive a fiscal year 2022 annual equity award. The terms of Mr. Suh’s fiscal year 2022 new hire equity award are described under the heading “—Fiscal Year 2022 Compensation for Our New CFO” above. The award mix serves to align the interests of our NEOs and our stockholders and to promote long-term retention of a strong leadership team in an industry and geographic area that is highly competitive for executive talent.

CEO Mix		All Other NEOs’ Equity Mix(1)

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Target Value of Fiscal Year 2022 Annual Equity Awards

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

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

Performance-Based Restricted Stock Units

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

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

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

Fiscal Year 2022 PRSU Program Structure

EARNED PRSUs VEST MAY 16, 2024

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TRANCHES AND VEST DATE

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

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

NET BOOKINGS PRSUs AND OPERATING INCOME PRSUs: