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Proxy
Statement
(PC, Xbox 360 and PlayStation 3) for fiscal 2013; the Company's continued strength in mobile gaming with hits
such as The Simpsons Tapped Out and Real Racing 3; continued strong growth in online-delivered content and
services such as FIFA and Madden Ultimate Team and the Battlefield 3 Premium subscription service; and the
ongoing preparation for the next-generation consoles.
During the fiscal year, the Committee awarded a discretionary bonus to Mr. Söderlund in recognition of the
successful launch, quality, and sales of the Need for Speed: Most Wanted title and a discretionary bonus to
Mr. Wilson in recognition of the successful launch, quality and sales of the Madden NFL 13 and FIFA 13 titles.
The fiscal 2013 maximum, target and actual bonus award for each of our NEOs were as follows:
TARGET AND ACTUAL BONUS AWARDS FOR FISCAL 2013 NAMED EXECUTIVE OFFICERS*
Maximum
Annual Bonus
Award
Target Annual
Bonus Award
Annual Bonus
Award
Annual Bonus
as a % of Target
Supplemental
Discretionary Bonus
Award
Mr. Jorgensen . . . . . . . . . . . . . .
$1,320,000
$379,167
$269,208
71%
--
Mr. Gibeau** . . . . . . . . . . . . . . .
$1,320,000
$696,667
--
--
--
Mr. Söderlund** . . . . . . . . . . . .
$1,320,000
$456,064
--
--
$259,050***
Mr. Wilson . . . . . . . . . . . . . . . . .
$1,320,000
$384,375
$327,488
85%
$500,000
Mr. Barker . . . . . . . . . . . . . . . . .
$1,320,000
$305,750
$206,228
67%
--
*
Mr. Riccitiello resigned, effective March 29, 2013 and was not eligible to receive a fiscal 2013 bonus.
Mr. Probst was appointed Executive Chairman on March 18, 2013, and was also not eligible to receive a
bonus for fiscal 2013.
**
Mr. Gibeau and Mr. Söderlund each requested not to receive an annual bonus award for fiscal 2013. The
Committee approved both of these requests.
***
Mr. Söderlund was awarded a discretionary bonus of $250,000 in December 2012, payable in Swedish
kronor at the time of payment. The value noted in the table above was converted to U.S. dollars based on
the exchange rate as of the end of fiscal 2013, consistent with the value reported in the "Fiscal 2013
Summary Compensation Table".
Performance-Based RSU Program
In June 2011 and in June 2012, the Committee granted performance-based RSUs as part of the annual equity
awards to those NEOs eligible at the time of grant. The actual number of performance-based RSUs earned will
range from zero to 200% of the target award based on the Company's TSR relative to the performance of each of
the companies in the NASDAQ-100 Index over one-year, two-year, and three-year measurement periods.
TSR is determined based on a 90-day trailing average of the closing stock prices of the NASDAQ-100 at the end
of each measurement period as compared to the 90-day average of the closing stock prices of the NASDAQ-100
at the beginning of the measurement period. For performance-based RSUs granted in fiscal 2012, the beginning
average price was calculated using the 90 days preceding the fiscal year. For performance-based RSUs granted in
fiscal 2013, the beginning average price was calculated using the first 90 days of the fiscal year. The other
material terms of the performance-based RSUs remained the same from fiscal 2012 to fiscal 2013. For each
measurement period, the Company's TSR must be at the 60th percentile of the TSR of companies in the
NASDAQ-100 in order for 100% of the target award to vest. This requires the Company to outperform more than
half of companies in the NASDAQ-100 for the targeted number of shares to vest. If the Company's TSR is above
or below the 60th percentile, the number of shares that vest will increase by 3% for each percentile above the
60
th
, or decrease by 2% for each percentile below the 60
th
.
In October of 2012, the Board granted Mr. Riccitiello a supplemental performance-based RSU award. The
Company utilized the same design as the June 2012 performance-based RSU grants with the exception of using a
single measurement period from August 1, 2012 through March 28, 2015. The Board made this change consistent
with stockholder feedback requesting further alignment between Mr. Riccitiello's compensation and the long-
term performance of the Company's stock. Mr. Riccitiello resigned from the Company effective March 29, 2013,
and the award was cancelled in its entirety.
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