LeapFrog 2011 Annual Report Download - page 115

Mr. Rissman brings deep experience in manufacturing and marketing branded children’s products,
including 20 year’s experience as chief executive officer of Tiger Electronics, Inc. His long service within the
toy industry gives him extensive knowledge of and experience with business operations and strategy, including
strategic planning, compensation plans, and sales and marketing. Mr. Rissman also offers substantial content
and production experience, having served as a director of 4Kids Entertainment, Inc. and in other senior roles
at privately funded companies focused on children’s content. Mr. Rissman was recommended to the board of
directors by Mr. Kalinske, a non-management director. Mr. Rissman is an independent director under
Section 303A.02 of the NYSE listing standards.
Caden C. Wang has served as a member of our board of directors since April 2005. From June 1999 until
his retirement in December 2001, Mr. Wang served as Executive Vice President and Chief Financial Officer of
LVMH Moët Hennessy Louis Vuitton S.A. Selective Retailing Group, which included various international
retail holdings such as DFS, Sephora and Miami Cruiseline Services. He also served as the Chief Financial
Officer for DFS Group Limited, a leading luxury retailer catering to the traveling public, Gump’s Corp., a
luxury home furnishings and home décor retailer, and Cost Plus, Inc., a chain of specialty import/retail stores.
Since October 2003, Mr. Wang has served on the board of directors of bebe stores, inc., a publicly held
company that designs, develops and produces women’s apparel and accessories, chairs its audit committee and
is a member of its nominating and corporate governance committee. From August 2005 through August 2007,
Mr. Wang served on the board of directors of Fossil, Inc., a publicly held company that designs, develops,
markets and distributes fashion-related consumer products, and was a member of its audit committee,
nominating and corporate governance committee and a special committee advising on option backdating. He
earned a B.A. and an M.B.A. from the University of California, Los Angeles. Mr. Wang has served as a
member of our audit committee since April 2005 and a member of our nominating and corporate governance
committee since November 2006 (and as the Chair since March 2009). He also served as a member of our
compensation committee from March 2009 until July 2011, and previously as a member and the Chair of our
compensation committee from April 2005 to November 2006.
Mr. Wang has extensive accounting, financial reporting and finance experience, having served as the
chief financial officer of various private companies during his career and as the chair of the audit committee
of a public company. He is a financial expert, as defined in applicable SEC rules, based on his formal
education and substantial experience in the field. Mr. Wang’s experience as an executive officer of various
consumer products and retail companies and as a director of multiple public companies gives him broad-based
experience in corporate governance, compensation and financial matters currently faced by public consumer
products companies. In addition, Mr. Wang brings extensive knowledge of and experience with business
operations and strategy from his service with these companies, including international operations. Mr. Wang is
an independent director under Section 303A.02 of the NYSE listing standards and he qualifies as a
‘‘non-employee director’’ within the meaning of Section 16 of the Exchange Act, which permits him to serve
on the audit committee.
Required Vote
The eight nominees receiving the highest number of ‘‘FOR’’ votes shall be elected as directors. Under the
rules of the NYSE, brokers are prohibited from giving proxies to vote on elections of directors unless the
beneficial owner of such shares has given voting instructions on the matter. This means that if your broker is
the record holder of your shares, you must give voting instructions to your broker with respect to the eight
nominees in this Proposal One if you want your broker to vote your shares on the matter. Otherwise, your
shares will be treated as broker non-votes. Broker non-votes will have no effect on the outcome of the vote.
Recommendation
The Board of Directors recommends a vote FOR each named nominee.
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