Andrew Wilson
ELECTRONIC ARTSAbout Andrew Wilson
Andrew Wilson, age 50, has served as EA’s Chief Executive Officer since September 2013 and Board Chair since 2021; he has been employed by EA in various roles since 2000 and previously served on Intel Corporation’s board in the past five years . Fiscal 2025 performance under his leadership included non-GAAP net revenue of $7.355B, non-GAAP diluted EPS of $7.83, net income of $1.121B, and operating cash flow of $2.079B . EA’s cumulative TSR implies a value of $148 for a fixed $100 investment as of March 31, 2025, and pay-versus-performance tables highlight non-GAAP net revenue, non-GAAP EPS, and non-GAAP operating income as the most important performance measures driving executive pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Electronic Arts Inc. | Chief Executive Officer | 2013–present | Oversaw strategic pillars, portfolio execution, AI initiatives, and capital returns including a $1B ASR; delivered $7.355B non-GAAP net revenue and $2.079B operating cash flow in FY25 . |
| Electronic Arts Inc. | Board Chair | 2021–present | Combined Chair/CEO structure with robust Lead Independent Director oversight and fully independent committees . |
| Electronic Arts Inc. | Various roles | 2000–2013 | Deep operational experience across gaming, sports, entertainment, digital commerce, and human capital . |
| Intel Corporation | Director (public company) | Past 5 years | Additional governance experience; perspective on technology risk and strategy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| World Surf League (private) | Chair of the Board | Current | Leadership and governance in a global entertainment-sports enterprise . |
| Paley Center for Media (non-profit) | Board of Trustees | Current | Media and governance perspective; industry network benefits . |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Base Salary | $1,300,000 | No increase from FY2024 . |
| Target Bonus % of Salary | 250% (of $1.3M) | Increased from 200% in FY2019 to 250% effective FY2025 . |
| Pay Mix | 96% variable/at-risk for CEO | Aligns pay with performance via bonus and PRSUs/RSUs . |
Performance Compensation
Annual Bonus Structure and Outcomes (FY2025)
| Item | Metric/Weighting | Target | Actual | Funding/Payout |
|---|---|---|---|---|
| Company Financial Performance | Non-GAAP net revenue (50% of financial) and non-GAAP diluted EPS (50% of financial); CEO weighting 70% financial | $7.550B non-GAAP net revenue; $8.48 non-GAAP diluted EPS | $7.355B non-GAAP net revenue; $7.83 non-GAAP diluted EPS | 88.5% combined financial funding . |
| Company Business Performance | Enterprise scorecard across resilience, AI, talent, sustainability, and franchise execution; CEO weighting 30% business | Pre-established FY25 objectives | Broadly achieved/exceeded goals with pockets of underperformance (e.g., Apex, Dragon Age) | 95% funding for business performance . |
| Executive Bonus Pool Funding (CEO) | Weighted sum for CEO | — | — | 90.4% . |
| Individual Performance Modifier (CEO) | IPM | — | — | 100% . |
| Actual CEO Bonus | Cash payout | $3,250,000 target | — | $2,840,067 . |
Long-Term Equity Incentives (FY2025 grants, approved May 2024; granted June 17, 2024)
| Award Type | Metric | Target Units | Vesting | Grant Date FV ($) |
|---|---|---|---|---|
| PRSUs – Operating Metrics (OM) | Annual net bookings and non-GAAP operating income (each FY25–FY27), 0–200% payout scale | 24,213 (FY25 OM tranche) | Three-year cliff vest on May 16, 2027 | $3,330,014 . |
| PRSUs – Relative TSR (rTSR) | S&P 500 relative TSR over 3 years; 25th percentile threshold, 55th target, 90th max; negative absolute TSR caps at 100% | 36,428 | Cliff vest May 16, 2027 | $5,617,198 . |
| PRSUs – Absolute TSR (aTSR) | Absolute TSR modifier over 3 years; 25% threshold=0, 50% target=100%, 75% max=200%; target equals 37.5% of standard PRSU target | 40,900 | Cliff vest May 16, 2027 | $1,265,855 . |
| RSUs (time-based) | Time-based vesting | 72,711 | 33% at ~11 months from grant, then equal semiannual installments to full vest by May 16, 2027 | $9,999,944 . |
Performance outcomes to-date:
- FY2025 PRSU OM payout percentages: Net bookings 87.1% and non-GAAP operating income 56.2% (combined FY25 OM PRSU payout 71.6% vs. target) . Earned FY25 OM PRSUs for CEO: 17,336 units reflected as earned, vesting May 16, 2027 (market value $2,500,718 at $144.25) .
- FY2023 rTSR PRSUs (granted June 2022) vested at 60.3% of target in May 2025 (EA TSR 5.81%, 38th percentile relative TSR) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 149,483 shares; includes 67,393 held by family trust and 82,090 held in trusts for descendants; Wilson has investment control/pecuniary interest per footnote . |
| Rights to Acquire (within 60 days) | None reported for Andrew Wilson . |
| Ownership % of Outstanding | “Less than 1%” (outstanding shares 251,271,874 as of June 17, 2025) . |
| Unvested Equity (selected) | RSUs: 72,711 units ($10,488,562); FY2024 OM PRSUs earned total 35,802 units ($5,164,439); FY2025 rTSR PRSUs target 36,428 units ($5,254,739); FY2025 aTSR target 40,900 units ($5,899,825); FY2025 earned OM PRSUs 17,336 units ($2,500,718), values at $144.25 . |
| Ownership Guidelines | CEO multiple increased to 10x salary; Section 16 officers must meet minimum multiples; if not in compliance, must hold 50% of net after-tax vest until compliant . |
| Hedging/Pledging | Prohibited for directors and Section 16 officers; no margin purchases/derivatives allowed . |
| Insider Filing Note | One Form 4 was filed late due to administrative error on Sept. 30, 2024 for a Sept. 25, 2024 transaction . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreements | EA does not maintain executive employment contracts for NEOs (except where required by local jurisdictions) . |
| Cash Severance Policy | Company cannot enter arrangements exceeding 2.99x salary+target bonus without stockholder ratification . |
| Change-in-Control (CIC) Plan | Double-trigger; CEO receives 2x (salary + target bonus), 24 months COBRA, and full vesting of time-based RSUs; PRSUs vest based on actual/target rules depending on measurement period timing . |
| Potential Payments (CEO) | Qualifying Termination in connection with CIC: $9,100,000 cash severance; $16,099,743 RSUs; $30,479,742 PRSUs; $72,993 COBRA; total $55,752,478 (values at $144.25 as of Mar 29, 2025) . |
| Death/Disability | RSUs accelerate (full for death; pro rata for disability); PRSUs remain eligible based on actual performance, pro rata for disability . |
| Clawback | Dodd-Frank compliant clawback for erroneously awarded incentive comp over prior 3 fiscal years in case of restatement; equity awards include misconduct forfeiture/recapture . |
| Tax Gross-Ups | No excise tax gross-ups; CIC payments reduced if beneficial to avoid 280G excise tax . |
Board Governance
- Roles: Andrew Wilson serves as Chief Executive Officer and Board Chair; he is not an independent director .
- Dual-role implications mitigated by a strong Lead Independent Director (Luis A. Ubiñas), empowered responsibilities (agenda approval, executive sessions, CEO evaluation), and fully independent Audit, Compensation, and Nominating & Governance committees .
- Board operations: 6 meetings in FY2025; 8 of 8 directors attended at least 75% of applicable meetings; committees are 100% independent .
- Committee memberships: Wilson serves on no Board committees .
- Director compensation: Wilson receives no compensation for Board service .
- Say-on-pay: 87% approval at 2024 annual meeting .
Compensation Structure Analysis
| Area | Observation |
|---|---|
| Cash vs Equity Mix | CEO’s target total direct compensation remains heavily at-risk; 96% variable, emphasizing long-term equity . |
| Shift to PRSUs | At least 60% of CEO annual equity awards are PRSUs; adds net bookings and non-GAAP operating income to prior TSR focus; introduces absolute TSR modifier to enhance alignment . |
| Bonus Design Rigor | Financial targets for FY2025 increased versus FY2024; company pool funded at 91.7% (CEO 90.4%) with IPM calibrated to performance . |
| Governance Controls | Caps on payouts, clawback policies, no single-trigger CIC, no repricing, no hedging/pledging, and enhanced ownership requirements (CEO 10x salary) . |
Director Compensation (for board service; Andrew Wilson excluded)
| Component | FY2025 Directors |
|---|---|
| Annual Cash Retainer | $60,000; committee and chair fees per role; Lead Director $50,000 . |
| Annual RSU Grant | ~$260,000 grant-date FV; one-year vest aligned to next annual meeting . |
| Election of Equity in Lieu of Cash | Some directors elected to receive common stock at 110% of cash via immediate exercise options, quarterly grants . |
Compensation Peer Group (Benchmarking)
Peer group of 17 companies remained unchanged for FY2025; includes Take-Two Interactive, Airbnb, Autodesk, Block, Booking Holdings, eBay, Expedia, Intuit, ServiceNow, Synopsys, Workday, VMware (to be removed for FY2026 due to acquisition), IAC Inc., Netflix, Snap, Sirius XM, Warner Bros. Discovery .
Performance & Track Record
- Highlights: FY2025 included the #1 selling U.S. sports video game (EA SPORTS College Football 25), American Football ecosystem surpassing $1B in net bookings, momentum recovery in EA SPORTS FC live services, and $2.7B returned to stockholders via ASR, repurchases, and dividends .
- Strategic initiatives: Generative AI integration across development; Battlefield Labs to modernize playtesting and community engagement; pipeline execution across The Sims, Battlefield, EA Experiences .
Risk Indicators & Red Flags
- Related party transactions: None >$120,000 since March 31, 2024 .
- Insider trading policy: Anti-hedging and anti-pledging in place .
- Say-on-pay support: Strong, at 87% in 2024 .
- Administrative filing note: One Form 4 filed late for Andrew Wilson (Sept 30, 2024) due to administrative error .
Equity Vesting Schedules and Potential Selling Pressure
- RSUs: 33% vest ~11 months post-grant, then equal semiannual tranches through May 16, 2027; consistent periodic vesting may lead to predictable tax-related transactions around vest dates .
- PRSUs: Cliff vest May 16, 2027 for FY2025 grants; earned units depend on annual net bookings and non-GAAP operating income plus rTSR and aTSR outcomes at the three-year mark .
- Policy constraints: Hedging and pledging prohibited; stock ownership guidelines require continued holding until compliance, reducing discretionary selling flexibility .
Stock Ownership Information (Selected)
| Holder | Shares | % Outstanding |
|---|---|---|
| Andrew Wilson | 149,483; no “right to acquire” within 60 days | <1% . |
| Outstanding Shares | 251,271,874 as of June 17, 2025 | — |
Say-on-Pay & Shareholder Engagement
- 2024 say-on-pay approval: 87% .
- Engagement: Offered meetings to 24 stockholders representing ~64% of shares; engaged with holders representing ~36%; Compensation Committee chair participated in select discussions .
Compensation Committee and Consultant
- Compensation Committee: Talbott Roche (Chair), Rachel Gonzalez, Heidi Ueberroth; fully independent .
- Consultant: Semler Brossy engaged; independence assessed with no conflicts .
Board Service History and Independence
- Director since 2013; Board Chair since 2021 .
- Committee roles: None (Wilson) .
- Independence: Not independent due to CEO status; Board maintains 7 of 8 independent nominees, 100% independent committees, and empowered Lead Independent Director .
- Attendance: Board met 6 times in FY2025; directors attended at least 75% of applicable meetings .
Investment Implications
- Alignment: High at-risk pay (96%) and rigorous PRSU structure tied to multi-year financial and TSR outcomes signal strong pay-for-performance alignment; enhanced 10x CEO ownership requirement and anti-hedging/pledging policy further align interests .
- Retention: Three-year cliff PRSUs and 35-month RSU schedules provide retention hooks through FY2027; CIC protections are market-standard double-trigger (2x for CEO) without tax gross-ups .
- Trading signals: Predictable RSU vest cadence through May 2027 can drive periodic tax-related sales; PRSU outcomes (OM, rTSR, aTSR) are sensitive to net bookings, operating leverage, and stock performance versus S&P 500, creating optionality for upside and potential selling pressure upon cliff vesting .
- Governance risk mitigation: Combined Chair/CEO offset by a long-tenured Lead Independent Director, independent committees, and robust shareholder engagement; strong say-on-pay support reduces near-term governance overhang .