8-KLeadership ChangesExhibits & Filings

ELECTRONIC ARTS INC. 8-K Report, Executive Changes (Nov 12, 2019)

Filed November 12, 2019For Securities:EA

Summary

This 8-K filing from Electronic Arts Inc. (EA) on November 12, 2019, primarily details the approval of performance-based restricted stock unit (PRSU) awards for three key named executive officers: the Chief Operating Officer and Chief Financial Officer, the Chief Studios Officer, and the Chief Technology Officer. These awards, to be granted on November 18, 2019, are designed to retain and incentivize these executives, considered crucial for the company's long-term strategic objectives. The total target award values are substantial, with the COO/CFO receiving $7.5 million, the Chief Studios Officer $7 million, and the CTO $5.5 million. The PRSUs are structured with a four-year performance measurement period (FY20 Q3 to FY24 Q2) and two vesting periods. Vesting is tied to EA's relative total stockholder return, with 50% potentially vesting in November 2021 and the remaining 50% in November 2023. This move signals management's commitment to aligning executive compensation with long-term company performance and shareholder value creation.

Key Highlights

  • 1Key executive compensation structure: Approval of Performance-Based Restricted Stock Unit (PRSU) awards for top executives.
  • 2Targeted recipients: COO & CFO Blake Jorgensen, Chief Studios Officer Laura Miele, and CTO Kenneth Moss.
  • 3Significant award values: Target award values are $7.5M for Jorgensen, $7M for Miele, and $5.5M for Moss.
  • 4Long-term incentive: PRSUs are designed to retain and incentivize executives critical to EA's long-term strategy.
  • 5Performance metrics: Vesting is linked to EA's relative total stockholder return.
  • 6Extended performance period: Awards cover a four-year performance measurement period (FY20 Q3 - FY24 Q2).
  • 7Phased vesting: 50% of units may vest in November 2021, and the remaining 50% in November 2023.

Frequently Asked Questions

The primary purpose of these PRSU awards is to retain and incentivize key named executive officers, Blake Jorgensen, Laura Miele, and Kenneth Moss, who are deemed critical to the company's ability to achieve its long-term strategic plan.

The target award values are set in U.S. dollars ($7.5M for Mr. Jorgensen, $7M for Ms. Miele, and $5.5M for Mr. Moss). These dollar amounts will be converted into a number of EA's common stock shares based on the closing price on the grant date, November 18, 2019. The PRSUs are subject to the terms of EA's 2019 Equity Incentive Plan.

The PRSUs have a four-year performance measurement period from Q3 FY2020 to Q2 FY2024. Vesting is contingent upon EA's relative total stockholder return. 50% of the units are eligible to vest in November 2021, and the remaining 50% in November 2023.

No, these specific PRSU grants were made only to the three named executive officers mentioned (COO & CFO, Chief Studios Officer, CTO). No other members of the executive team received such grants under this specific approval.