Heidi Ueberroth
ELECTRONIC ARTSAbout Heidi J. Ueberroth
Independent director at Electronic Arts (EA) since 2017; age 59. President of Globicon, an investment and advisory firm focused on media, sports, entertainment, and hospitality; former President, NBA International and former President of Global Marketing Partnerships & International Business Operations at the NBA. Co‑Chair of Pebble Beach Company (private). BA, Vanderbilt University. Serves on EA’s Compensation Committee and is designated independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Basketball Association (NBA) | President, NBA International | Not disclosed | Led international expansion; deep knowledge of TV/digital media distribution, marketing, branding, and global strategy . |
| NBA | President, Global Marketing Partnerships & International Business Operations | Not disclosed | Oversaw partnerships and international operations . |
| Globicon | President | 2016–present | Private investment/advisory focus in media/sports/entertainment/hospitality . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Pebble Beach Company (private) | Co‑Chair | Current | Consumer trends and technology adoption experience . |
| Stillwater Growth Corp. (SPAC) | Director | Past 5 years | No current public company directorships; this is prior service . |
Board Governance
- Committee assignments: Compensation Committee member; Compensation Committee met 5 times in FY2025; all members are independent; Semler Brossy engaged as independent compensation consultant; Committee found no conflicts and reported no interlocks or insider participation requiring disclosure .
- Board independence and leadership: 7 of 8 director nominees independent; Luis A. Ubiñas is Lead Independent Director; all standing committees (Audit, Compensation, Nominating & Governance) are 100% independent .
- Meetings and attendance: Board met 6 times in FY2025; all eight directors attended at least 86% of the aggregate of Board and applicable committee meetings; all eight directors elected in 2024 attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at each Board meeting, led by the Lead Independent Director .
- Independence determination: Board determined all non‑employee directors (including Ms. Ueberroth) are independent under Nasdaq rules and committee‑level independence standards .
Fixed Compensation
Director fee framework and Heidi-specific amounts.
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Annual Board Retainer ($) | $60,000 | $60,000 | Standard cash retainer. |
| Committee Membership – Compensation ($) | $12,500 | $12,500 | Member, not chair. |
| Total Fees Earned or Paid in Cash ($) | $72,500 | $72,500 | May elect stock in lieu of cash at 110% of cash value . |
| Annual RSU Grant ($) | $259,946 | $259,857 | Granted at/after annual meeting; one‑year vest . |
| Option Awards ($) – Premium for stock in lieu of cash | $7,305 | $7,251 | Immediate exercise options used solely to deliver stock for fees at 110% of cash . |
| Total Director Compensation ($) | $339,751 | $339,608 | Sum of cash, RSUs, option premium. |
Detailed FY2025 stock-in-lieu-of-cash deliveries:
| Grant Date | Exercise Price ($) | Shares | Grant Date Fair Value ($) |
|---|---|---|---|
| 5/1/2024 | 128.18 | 155 | $19,868 |
| 8/1/2024 | 148.40 | 135 | $20,034 |
| 11/1/2024 | 151.26 | 131 | $19,815 |
| 2/3/2025 | 122.91 | 163 | $20,034 |
| Total | — | 584 | $79,751 |
Other benefits available to directors: optional EA health/dental/vision (self‑paid) and company‑provided cybersecurity services (<$4,000 per director in FY2025) .
Performance Compensation
- Non‑employee director pay at EA is not performance‑based; annual grants are time‑based RSUs vesting on the first anniversary (or next annual meeting), subject to continuous Board service .
- Directors may elect equity in lieu of cash fees at a 10% premium delivered via immediate‑exercise options, but this is an ownership alignment mechanism, not a performance plan .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current public company boards | None . |
| Prior public boards (last 5 years) | Stillwater Growth Corp. (SPAC) . |
| Compensation Committee interlocks | None reported for FY2025 . |
| Related‑party transactions >$120k | None since March 31, 2024 (and none proposed) . |
Expertise & Qualifications
- Operational leadership in global sports/media/entertainment; consumer product development in international/emerging markets .
- Deep TV/digital distribution, marketing/branding, risk management, compensation program design, investor engagement, and sustainability insights .
- Current investment/advisory leadership (Globicon) and hospitality co‑chair role (Pebble Beach) provide consumer trend and technology adoption perspective .
Equity Ownership
| Metric | Amount | As-of |
|---|---|---|
| Shares owned | 11,102 | June 17, 2025 |
| Right to acquire (within 60 days, incl. deferred RSUs) | 8,115 (incl. 6,369 vested but deferred RSUs) | June 17, 2025 |
| Percent of outstanding | <1% | |
| Unvested director RSUs held (each current non‑employee director) | 1,746 as of FY2025 year-end | |
| Director ownership guideline | 5x annual retainer; all directors met requirement at FY2025 year-end | |
| Hedging/pledging | Prohibited for directors and Section 16 officers |
Governance Assessment
- Independence and engagement: Independent status, service on Compensation Committee, and participation in a Board with 100% independent committees support effective oversight. Board held executive sessions each meeting, and aggregate attendance thresholds were met, bolstering investor confidence .
- Pay alignment: Director pay structure is balanced between modest cash retainers and annual RSUs, with optional equity in lieu of cash (10% premium) to strengthen ownership alignment; stock ownership guidelines are met, and anti‑hedging/pledging policies are in place—positive alignment signals .
- Compensation governance: As a Compensation Committee member, Ms. Ueberroth participates in oversight of pay design; the Committee uses an independent consultant (Semler Brossy), disclosed no conflicts, and reported no interlocks—strong governance practice .
- Conflicts/related-party exposure: No related-person transactions >$120,000 and a clear related persons transaction policy reduce conflict risk .
- Shareholder sentiment: Advisory say‑on‑pay support was 87% in 2024, and EA conducted proactive engagement with investors representing ~36% of outstanding stock before the 2025 proxy—supportive signal of governance responsiveness .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls; no interlocks; director compensation is standard with ownership alignment mechanisms .