Rachel Gonzalez
ELECTRONIC ARTSAbout Rachel A. Gonzalez
Independent director of Electronic Arts since 2021; age 55. Former General Counsel of GE Vernova (Apr 2023–May 2025), EVP/General Counsel & Corporate Secretary at Starbucks (Apr 2018–Apr 2022), and EVP/Chief Administrative Officer & Corporate Secretary at Sabre (May 2017–Apr 2018). Education: B.S. Comparative Literature, UC Berkeley; J.D., UC Berkeley School of Law (Boalt Hall). Key credentials: corporate governance, risk management, compensation practices, people programs, sustainability, and investor engagement in consumer-facing, digitally intensive businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Vernova Inc. | General Counsel | Apr 2023 – May 2025 | Led public-company governance, risk, compensation practices, sustainability, investor engagement . |
| Starbucks Corporation | EVP, General Counsel & Corporate Secretary | Apr 2018 – Apr 2022 | Oversight of governance and global legal operations at consumer brand with strong digital/international footprint . |
| Sabre Corporation | EVP, Chief Administrative Officer & Corporate Secretary | May 2017 – Apr 2018 | Corporate administration; prior company CFO on EA’s Board (Richard Simonson) indicates network familiarity (see Interlocks) . |
| Morgan, Lewis & Bockius | Partner, Corporate Group | Not disclosed | Deep public company governance and compensation advisory experience . |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public Boards (current) | None | — | No current public company directorships . |
| Public Boards (past 5 years) | Sabre Corporation; Vacasa, Inc.; Dana Incorporated | Not disclosed | Prior service listed; enhances governance/network breadth . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | EA Board determined Gonzalez is independent under Nasdaq rules; all standing committees are 100% independent . |
| Committee assignments | Nominating & Governance; Compensation (not Chair) . |
| Committee meetings FY25 | Nominating & Governance: 4; Compensation: 5 . |
| Board meetings FY25 | Board met 6 times; independent directors meet in executive session at each regular meeting . |
| Attendance | All eight directors attended ≥86% of applicable Board/committee meetings; 8 of 8 attended ≥75% last year; all directors attended the 2024 annual meeting . |
| Lead Independent Director | Luis A. Ubiñas (Chair of Nominating & Governance), re-elected to serve through 2027 subject to Board election; robust responsibilities (agenda approval, executive sessions, CEO evaluation) . |
| Related-party transactions | None since March 31, 2024; policy requires Audit or Nominating & Governance review of any >$120k related person transactions . |
| Insider policies | Anti-hedging/anti-pledging for directors and Section 16 officers; robust stockholder communication channels . |
Fixed Compensation (Director)
| Component | FY25 Amount ($) | Notes |
|---|---|---|
| Annual Board retainer (cash) | 60,000 | Standard non-employee director retainer . |
| Committee fees – Compensation | 12,500 | Member fee (not Chair) . |
| Committee fees – Nominating & Governance | 10,000 | Member fee (not Chair) . |
| Fees earned or paid in cash (reported) | 82,500 | Matches retainer + committee fees . |
| Option awards (stock-in-lieu premium) | 8,320 | Received common stock at 110% of cash compensation via grant and immediate option exercise . |
| Annual RSU stock award (grant-date fair value) | 259,857 | RSUs granted at Aug 2, 2024 closing price $148.83; each non-employee director held 1,746 unvested RSUs at FY25-end . |
| Total FY25 director compensation | 350,677 | Sum of cash, stock awards, option premium . |
| Other benefits | Cybersecurity services offered; Company cost < $4,000 per participating director; health/dental/vision available at full director-paid premiums . |
Stock-in-lieu detail (quarterly grants exercised immediately)
| Grant Date | Exercise Price ($) | Shares from option (immediately exercised) | Grant Date Fair Value ($) |
|---|---|---|---|
| May 1, 2024 | 128.18 | 177 | 22,688 |
| Aug 1, 2024 | 148.40 | 153 | 22,705 |
| Nov 1, 2024 | 151.26 | 150 | 22,689 |
| Feb 3, 2025 | 122.91 | 185 | 22,738 |
| Total | — | 665 | 90,820 |
Performance Compensation (Director)
| Equity Instrument | Grant Date | Units/Value | Vesting / Metrics |
|---|---|---|---|
| RSUs (annual director grant) | Aug 2, 2024 | $259,857; 1,746 unvested RSUs at FY25-end | Vest in full on first anniversary of grant or earlier at next annual meeting; non-employee directors may elect deferral of settlement to 5th/10th anniversary or separation date; no performance metrics tied to director RSUs . |
Directors’ pay is primarily fixed cash and time-based equity; no performance metrics (revenue/TSR) apply to non-employee director awards. RSU vesting aligns director incentives with shareholder value over the annual term .
Other Directorships & Interlocks
| Connection | Detail | Implication |
|---|---|---|
| Sabre background | Gonzalez (former CAO/Corp Sec at Sabre); EA director Richard A. Simonson is former CFO of Sabre | Network familiarity; not a disclosed related-party transaction or compensation interlock; Compensation Committee reported no interlocks or Item 404 relationships in FY25 . |
| Current public boards | None | Reduces external time-commitment risks; N&G Committee confirmed directors’ time commitments are appropriate . |
Expertise & Qualifications
- Corporate governance, compensation practices, risk management, sustainability, investor engagement from GC roles at GE Vernova, Starbucks, Sabre .
- Consumer-facing, digital marketing, international operations experience supporting EA’s growth strategy .
- Education: UC Berkeley B.S.; UC Berkeley Law J.D. .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (within 60 days) | % of Outstanding |
|---|---|---|---|
| Rachel A. Gonzalez | 8,108 | 1,746 | <1% |
- Director stock ownership requirement: at least 5x annual retainer; non-employee directors may count vested, deferred RSUs; all directors fulfilled ownership requirements as of FY25-end .
- Anti-hedging and anti-pledging: directors prohibited from hedging or pledging EA stock; supports alignment and reduces red-flag risk .
Governance Assessment
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Strengths
- Independent director with dual roles on Nominating & Governance and Compensation Committees; committees fully independent; robust responsibilities (CEO evaluation, ESG oversight, pay equity) .
- Attendance culture: Board met 6 times; directors ≥86% attendance; independent executive sessions at each meeting .
- Pay alignment: Director elects stock-in-lieu of cash with modest premium and annual RSUs; fulfills ownership guidelines; anti-hedging/pledging in place .
- No related-party transactions or compensation interlocks disclosed in FY25; strong Related Persons Transactions Policy .
- Stockholder engagement: Compensation Committee chair participates; say-on-pay approval was 87% in 2024, indicating broad support for pay practices .
-
Potential Watch Items
- Network link to Sabre via another EA director (Simonson) is a soft interlock; not a conflict per disclosures but a relationship to monitor for independence perceptions in select decisions .
- Director equity is time-based (no performance metrics), consistent with market practice, but investors often prefer robust ownership and cash moderation (which Gonzalez exhibits via stock-in-lieu election) .
No RED FLAGS identified: no related-party transactions, no hedging/pledging, no attendance issues, no compensation interlocks; committee independence and stock ownership compliance support investor confidence .