LeapFrog 2006 Annual Report Download - page 132

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Independence of the Board of Directors
As required under the New York Stock Exchange, or NYSE, listing standards, a majority of the members of
a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of
directors. Our board consults with our legal counsel to ensure that its determinations are consistent with all
relevant securities and other laws and regulations regarding the definition of “independent,” including those set
forth in pertinent listing standards of the NYSE, as in effect from time to time. In addition, our board of directors
has adopted categorical standards of independence to assist the board in its determination of director
independence. The categorical standards are attached as Appendix A to this Proxy Statement.
Consistent with these considerations, after review of all relevant transactions or relationships between each
director, or any of his family members and us, our senior management and our independent registered public
accounting firm, our board of directors affirmatively has determined that all of our directors are independent
directors within the meaning of the applicable NYSE listing standards, except for Mr. Katz, our President and
Chief Executive Officer, and Mr. Kalinske, our former Chief Executive Officer. Our board of directors has also
affirmatively determined that, pursuant to the categorical standards adopted by our board, none of the
independent directors has a material relationship with us.
Meetings
During the fiscal year ended December 31, 2006, the board of directors held nine meetings and acted by
unanimous written consent two times. Each director attended at least 75% of the aggregate of the meetings of the
board, and of the committees on which he served, held during the period for which he was a director or
committee member, respectively, except for Dr. Nagel who attended 67% of the three strategy committee
meetings held in 2006.
As required under NYSE listing standards, in fiscal 2006 our independent directors met nine times in regularly
scheduled executive sessions at which only independent directors were present. Steven B. Fink, the Chairman of our
board of directors, presided over each of these executive sessions. Persons interested in communicating with the
independent directors with their concerns or issues may address correspondence to a particular director, or to the
independent directors generally, in care of our Corporate Secretary at 6401 Hollis Street, Emeryville, California
94608. If no particular director is named, letters will be forwarded, depending on the subject matter, to the chair of
the Audit, Compensation or Nominating and Corporate Governance Committee.
Compensation of Directors
During the fiscal year ended December 31, 2006, our non-employee directors received the following
compensation for their service on our board of directors:
Director Compensation for Fiscal 2006
Name
Fees Earned
or Paid in Cash
($)(1)
Stock
Awards
($)
Option
Awards
($)(2)(3)(4)
All Other
Compensation
($)
Total
($)
Steven B. Fink ............................. 113,500 — 52,770 — 166,270
Stanley E. Maron ........................... 53,000 — 31,662 — 84,662
E. Stanton McKee, Jr. ....................... 73,167 — 63,385 — 136,552
David C. Nagel ............................ 53,333 — 9,983 — 63,316
Paul Rioux ................................ 19,500 — 19,613 — 39,113
Ralph R. Smith ............................. 57,000 — 55,649 — 112,649
Caden Wang ............................... 78,250 — 55,649 — 133,899
(1) Reflects board retainer fees, committee chair and audit committee retainer fees and meeting fees.
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