Luis Ubiñas
ELECTRONIC ARTSAbout Luis Ubiñas
Luis A. Ubiñas is EA’s Lead Independent Director; he has served on EA’s Board since 2010 and is currently age 62, with prior roles including President of the Ford Foundation and Senior Partner at McKinsey & Company . He holds a B.A. from Harvard College and an M.B.A. from Harvard Business School . Ubiñas has been Lead Independent Director since 2015 and was selected by independent directors to serve an additional two-year term ending with EA’s 2027 annual meeting, subject to re‑election, reflecting his governance expertise and investor engagement with EA’s largest shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Foundation | President | 2008–2013 | Oversaw >$12B in assets and >$500M in annual giving; experience informs oversight of ESG, inclusion, and community engagement |
| McKinsey & Company | Senior Partner | ~18 years | Led media practice during the analog-to-digital transition; deep exposure to tech/telecom/media challenges and digital distribution |
| Pan American Development Foundation | Trustee (non-profit) | Not disclosed | Governance/finance oversight; global development experience |
| UN Fund for International Partnerships | Advisory Committee (non-profit) | Not disclosed | Policy and partnerships advisory |
| New York Public Library; Statue of Liberty-Ellis Island Foundation | Board roles (non-profit) | Not disclosed | Finance committee chair (NYPL) and vice chair (Statue of Liberty-Ellis Island); civic governance leadership |
| American Academy of Arts and Sciences; Council on Foreign Relations | Fellow/Member | Not disclosed | Thought leadership networks relevant to policy and governance |
External Roles
| Company/Institution | Role | Tenure | Committees/Notes |
|---|---|---|---|
| AT&T Inc. | Director | Current | Public company directorship disclosed by EA; committee roles not specified in EA proxy |
| Tanger Inc. | Director | Current | At Tanger, Ubiñas serves/served on Audit and Nominating & Corporate Governance committees; EA lists “Tanger Inc.” among current directorships |
| Mercer Funds | Trustee | Current | Investment oversight disclosed by EA |
| Boston Private Financial Holdings, Inc. | Director | Prior 5 years | Past public company directorship |
| FirstMark Horizon Acquisition Corp. (SPAC) | Director | Prior 5 years | Past public company directorship |
| CommerceHub, Inc. | Director | Prior 5 years | Past public company directorship |
Board Governance
- Leadership: EA’s Board determined the combined Chair/CEO role (Andrew Wilson) is balanced by a strong, empowered Lead Independent Director; Ubiñas has served as Lead Independent Director since 2015 and was re‑selected for another two‑year term through EA’s 2027 annual meeting, subject to re‑election .
- Independence and Committees: Ubiñas is independent and chairs the Nominating and Governance Committee; EA’s standing committees are entirely composed of independent directors .
- Tenure and Experience: Director since 2010; brings governance, compensation program design, digital commerce, and board-function expertise from cross-sector work and prior leadership roles .
- Attendance and Engagement: EA disclosed robust engagement and governance practices, including director attendance patterns; in 2021 EA reported 9 of 9 incumbent directors attended at least 75% of applicable meetings, and directors are expected to attend annual meetings (all nine attended in 2019) .
- Overboarding Limits: EA reduced permitted outside boards for non-executive directors to four (including EA), a constraint that mitigates time-commitment risk and supports board effectiveness .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 60,000 | Annual cash; non‑employee directors may elect stock in lieu of cash |
| Audit Committee – Member | 15,000 | Annual cash committee fee |
| Compensation Committee – Member | 12,500 | Annual cash committee fee |
| Nominating & Governance – Member | 10,000 | Annual cash committee fee |
| Lead Independent Director Fee | 50,000 | Increased to $50,000 effective May 1, 2022 (previously $25,000); reflects elevated role responsibility |
| Audit Committee – Chair | 15,000 | Chair premium |
| Compensation Committee – Chair | 12,500 | Chair premium |
| Nominating & Governance – Chair | 10,000 | Chair premium |
| Election to Receive Fees in Stock | 110% of cash | Directors electing stock receive vested shares valued at 110% of foregone cash via immediate stock option exercise at FMV, first trading day of each quarter |
Performance Compensation
| Equity Award Term | FY 2025 | Notes |
|---|---|---|
| Annual RSU Grant – Grant Date Fair Value | ~260,000 | Granted upon (re)election at the 2024 annual meeting; service‑vested; vests on first anniversary or next annual meeting |
| Vesting Schedule | 1-year cliff | RSUs vest fully after one year (or next annual meeting), subject to continuous board service |
| Settlement Deferral Option | Available | Vested RSUs may be deferred to the 5th or 10th anniversary of vesting or upon termination of service, per plan elections |
Note: EA’s non‑employee director RSUs are service‑based; no performance metrics (TSR, revenue, etc.) are tied to director equity awards in EA’s program disclosures .
Other Directorships & Interlocks
| External Entity | Potential Interlock/Conflict Consideration |
|---|---|
| AT&T Inc. | Large-cap telecom; EA disclosures list the role but do not indicate related-party transactions or conflicts with EA’s operations . |
| Tanger Inc. | Retail real estate; committee service at Tanger noted; EA disclosures do not indicate transactions or conflicts with EA’s business . |
| Governance Safeguards | EA maintains a written Related Person Transactions Policy with committee-level review (Nominating & Governance for director-related items), and prohibits directors from hedging or pledging EA stock; Ubiñas chairs the committee administering director-related reviews . |
Expertise & Qualifications
- Business management, operations, governance, digital commerce, compensation program design, and board functions; extensive advisory/investor experience across sectors .
- Led McKinsey’s media practice through transition to digital/omnichannel platforms; deep tech/telecom/media familiarity .
- Ford Foundation leadership overseeing >$12B in assets and >$500M annual giving provides unique perspective on ESG, inclusion, and social impact programs, relevant to EA’s people programs .
- Harvard College (B.A.) and Harvard Business School (M.B.A.) academic grounding in policy, economics, and strategy .
Equity Ownership
| Snapshot Date | Shares Owned (Direct) | RSUs/Options “Right to Acquire” (Within 60 Days) | % of Outstanding Shares |
|---|---|---|---|
| June 3, 2022 | 0 | 50,534 RSUs vested and deferred | <1% |
| June 16, 2023 | 0 | 52,538 RSUs vested and deferred | <1% |
- Director Ownership Guidelines: EA requires each non‑employee director to own EA stock equal to at least 5x the annual retainer within five years; deferred vested RSUs count toward compliance; EA reported all directors met these requirements at the end of fiscal 2020 and fiscal 2021 .
- Anti‑Hedging/Pledging: Directors are prohibited from hedging EA securities or pledging EA stock as collateral under EA’s insider trading policy .
Governance Assessment
-
Strengths:
- Long-tenured independent director with continuity and institutional knowledge (director since 2010), serving as Lead Independent Director and Nominating & Governance Chair .
- Explicit re‑selection as Lead Independent Director through the 2027 annual meeting underscores confidence in his board leadership and engagement with major investors .
- Independent-only committee composition and enhanced Lead Independent Director responsibilities provide counterbalance to combined Chair/CEO structure .
- Ownership alignment via 5x retainer guideline and service‑vested RSUs; robust anti‑hedging/pledging policy .
- Overboarding controls (limit of four boards, including EA) mitigate time-commitment risks .
-
Potential risks / watch items:
- EA’s combined Chair/CEO structure places extra emphasis on the effectiveness and time commitment of the Lead Independent Director; continued evidence of investor engagement and executive sessions remains important .
- Multiple external board roles require monitoring against EA’s overboarding policy; current limits and committee oversight help contain risk .
- No director‑specific related-party transactions are indicated in the cited EA proxy sections; EA’s policy centralizes review with Ubiñas’s committee, which should continue to oversee and disclose any potential exposures .
-
Compensation signals:
- Lead Independent Director fee increased to $50,000 in 2022 (from $25,000), consistent with peer benchmarks and elevated responsibilities—supportive of board oversight quality .
- Annual RSU awards (~$260,000 grant-date value) remain service‑vested, aligning director incentives with shareholder value without encouraging short-termism; optional stock election at 110% of cash reinforces ownership alignment .