LeapFrog 2011 Annual Report Download - page 114

transactions and the phases of corporate existence, and insight into trends and best practices for areas like
compensation and benefits, risk management and talent development. Mr. Maron is an independent director
under Section 303A.02 of the NYSE listing standards, which permits him to serve on our audit committee. In
addition, Mr. Maron qualifies as a ‘‘non-employee director’’ within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, or the Exchange Act, and as an ‘‘outside’’ director within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code,
which allows him to be part of our performance compensation award subcommittee, as discussed below under
‘‘Board of Directors and Corporate Governance — Committees of the Board — Compensation Committee.’’
E. Stanton McKee, Jr. has served as a member of our board of directors since November 2003. From
1989 until his retirement in November 2002, Mr. McKee served in various positions at Electronic Arts Inc.,
a developer and publisher of interactive entertainment and a public company, most recently as Executive Vice
President and Chief Financial and Administrative Officer. From 1982 to 1989, Mr. McKee was Chief Financial
Officer of Digital Research, Inc., a privately held developer of operating systems, computer languages and
applications. Mr. McKee also served in the consulting division of Arthur Andersen for seven years.
Mr. McKee served on the board of directors and as Chair of the audit committee of ArcSight, Inc., a
publicly held company that provided security and compliance management software and appliances to
government and commercial entities, from February 2005 until its acquisition by Hewlett Packard in 2010.
Mr. McKee has served on numerous private company and joint venture boards and currently serves on the
board of a private company. Mr. McKee earned a B.A. and an M.B.A. from Stanford University. Mr. McKee
has served as the Chair of our audit committee since November 2003 and as a member of our compensation
committee since July 2009.
Mr. McKee has extensive financial reporting, financial transaction, investor relations, and general
financial and management experience, having served as a chief financial officer for more than 20 years,
including more than 13 years with a publicly held company. He has also had responsibility for manufacturing,
supply chain, and some international operations, all of which are components of LeapFrog’s business. He has
extensive experience with mergers and acquisitions and strategic transactions having been responsible for
corporate development for a number of years at Electronic Arts Inc., executing many acquisitions, investments
and joint ventures, both domestically and internationally, in addition to his chief financial officer duties. His
experience in the electronic game business, including both content development and retail distribution
oversight, has direct applicability to LeapFrog’s business. He is a financial expert as defined in applicable
SEC rules, and the chairman of our audit committee based on his education and substantial experience in the
field. His work at Electronic Arts and his service on the boards of directors of several companies give him
broad-based knowledge in corporate governance, compensation and financial matters currently faced by
companies operating in industries similar to LeapFrog’s. Mr. McKee is an independent director under
Section 303A.02 of the NYSE listing standards, which permits him to serve on our audit committee. In
addition, Mr. McKee qualifies as a ‘‘non-employee director’’ within the meaning of Section 16 of the
Exchange Act, and as an ‘‘outside’’ director within the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended, or the Internal Revenue Code, which allows him to be part of our performance
compensation award subcommittee, as discussed below under ‘‘Board of Directors and Corporate
Governance — Committees of the Board — Compensation Committee.’’
Randy O. Rissman has served as a member of our board of directors since August 2011. Mr. Rissman is
currently managing director of Leo Capital Holdings, LLC, a venture capital fund he founded in 2000, which
makes early stage investments in technology and media-based companies focused on consumer Internet and
mobile applications. From 2005 to 2010, he was a director of 4Kids Entertainment, Inc., an American film
and television production company. From 1978 to 1998, Mr. Rissman served as Chief Executive Officer of
Tiger Electronics, Inc., an early pioneer of children’s electronic gaming he co-founded, which was sold to
Hasbro, Inc. in 1998. Mr. Rissman currently serves on the board of several private companies in which
Leo Capital Holdings has made an investment. Mr. Rissman holds a bachelor’s degree from the University of
Michigan and an M.B.A. from the Harvard Business School.
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