Talbott Roche
ELECTRONIC ARTSAbout Talbott Roche
Talbott Roche (age 58) is an independent director of Electronic Arts (EA) since 2016 and serves as Chair of the Compensation Committee. She is President (since 2010) and Chief Executive Officer (since 2016) of Blackhawk Network Holdings, Inc., and holds a B.A. in Economics from Stanford University . The Board has determined she is independent under Nasdaq rules; all standing committees are fully independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackhawk Network Holdings, Inc. | President (2010–present); Chief Executive Officer (2016–present) | 2010–present | Led a global prepaid/digital payments platform; brings governance, risk management, compensation design, investor engagement, digital commerce expertise |
| Landor Associates | Branding Consultant and Director, New Business Development | N/A | Marketing/branding and new business development experience applicable to consumer trends and growth initiatives |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackhawk Network Holdings, Inc. (private) | Director | N/A | Board service at portfolio company (currently private) |
| Public company boards | None | — | No current or past 5-year public company directorships disclosed |
Board Governance
- Committee assignments: Chair, Compensation Committee; member roster includes Rachel A. Gonzalez and Heidi J. Ueberroth; 5 meetings in FY 2025 .
- Independence: Board determined all non-employee directors (including Ms. Roche) and all committee members meet Nasdaq and SEC independence standards .
- Attendance and engagement: In FY 2025, all eight directors attended ≥86% of applicable Board/committee meetings; the Board met six times; all eight directors elected in 2024 attended the 2024 annual meeting . The Chair of the Compensation Committee participated in select shareholder engagement meetings in spring 2025 .
- Interlocks and related-party: No Compensation Committee interlocks or insider participation requiring disclosure; Semler Brossy is the independent compensation consultant (no conflicts) . No related-person transactions >$120,000 since March 31, 2024 .
- Governance policies: Anti-hedging and anti-pledging policies apply to directors; stock ownership requirement equal to 5x the annual retainer; as of FYE 2025 each director met the requirement .
Fixed Compensation
| Component (FY 2025) | Amount ($) |
|---|---|
| Annual Board Retainer | 60,000 |
| Compensation Committee membership fee | 12,500 |
| Compensation Committee Chair fee | 12,500 |
| Total cash fees (reported) | 85,000 |
In-lieu-of-cash equity election (quarterly immediate-exercise stock options):
| Grant date | Exercise price ($) | Shares acquired via immediate exercise | Grant-date fair value ($) |
|---|---|---|---|
| 5/1/2024 | 128.18 | 183 | 23,457 |
| 8/1/2024 | 148.40 | 157 | 23,299 |
| 11/1/2024 | 151.26 | 155 | 23,445 |
| 2/3/2025 | 122.91 | 190 | 23,353 |
| Total | — | 685 | 93,554 |
Notes:
- EA allows directors to elect to receive fees in stock; shares are awarded via grant and immediate exercise of a stock option priced at FMV on grant date and valued at 110% of the foregone cash .
Performance Compensation
| Equity element | Structure | Grant-date fair value | Vesting | Key terms |
|---|---|---|---|---|
| Annual RSU grant (FY 2025) | Time-based RSUs | 259,857 | Vests in full on first anniversary of grant (or earlier at next annual meeting); settlement may be deferred 5/10 years or until service ends if elected | Based on ~$148.83/share on 8/2/2024; as of 3/29/2025 each current non-employee director held 1,746 unvested RSUs |
There are no performance metrics for director equity (director RSUs are time-based) .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Other current public company boards | None |
| Public company boards in past 5 years | None |
| Compensation Committee interlocks | None; no employee or former officer members; no reciprocal board/comp committee relationships with EA officers |
Expertise & Qualifications
- Senior operating CEO experience in digital commerce and consumer payments; corporate governance, risk management, compensation design, and investor engagement expertise .
- Deep involvement in human capital leadership and succession planning; relevant to EA’s people programs and culture oversight .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (as of 6/17/2025) | 25,095 shares |
| Right to acquire within 60 days (options/RSUs) | 1,746 shares |
| Percent of shares outstanding | <1% |
| Unvested RSUs held (as of 3/29/2025) | 1,746 units |
| Shares acquired via in-lieu-of-cash options in FY 2025 | 685 shares (sum of quarterly grants above) |
| Hedging or pledging of EA stock | Prohibited for directors under insider trading policy |
| Director ownership guideline | 5x annual retainer; all directors in compliance as of FYE 2025 |
Insider trades (recent):
- 11/03/2025: Option grant for 117 shares in lieu of $21,250 Board cash comp at $199.89, immediately exercised; beneficial ownership after transaction reported as 27,107 shares (direct) .
Governance Assessment
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Strengths
- Independent director with relevant consumer/digital commerce operating exposure; Compensation Committee Chair with established shareholder engagement role (chair participated in select engagement meetings in spring 2025) .
- Robust attendance culture (≥86% for each director), independent committees, and clear lead independent director structure; no related-party transactions disclosed since 3/31/2024 .
- Director ownership guideline compliance and anti-hedging/anti-pledging reduce misalignment risks .
- No Compensation Committee interlocks; independent compensation consultant with no conflicts .
- Shareholder support for executive compensation remained solid (87% “Say-on-Pay” approval in 2024), signaling confidence in comp governance .
-
Watchpoints / Potential conflicts
- CEO role at Blackhawk Network (payments/commerce) appears unrelated to EA’s core business; EA discloses no related-party transactions and has a formal Related Persons Transactions Policy with committee review and recusal safeguards .
- Continue monitoring fee-in-stock elections and insider filings; recent Form 4s reflect ongoing alignment through share accumulation and quarterly in-lieu-of-cash equity .
-
Overall view
- Roche’s committee leadership, relevant operating background, and stock ownership alignment are positives for board effectiveness. No red flags identified regarding independence, attendance, interlocks, related-party exposure, or shareholder engagement .
Director Compensation (FY 2025 summary)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Talbott Roche | 85,000 | 259,857 | 8,554 | 353,411 |
Notes:
- Stock awards represent annual RSUs (~$260k grant-date value; 1,746 RSUs at $148.83) vesting in ~1 year .
- Option awards represent the 10% premium value for shares received in lieu of cash fees via immediate-exercise options (granted quarterly) .