LeapFrog 2006 Annual Report Download - page 140

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted above, in 2006, Dr. Nagel and Messrs. Fink, Smith and Wang served on our Compensation
Committee. Mr. Wang resigned from the Compensation Committee in November 2006. During the fiscal year
ended December 31, 2006, none of these directors was an officer or employee of LeapFrog or any of our
subsidiaries, nor are any of these directors former officers of LeapFrog or any of our subsidiaries.
None of our other executive officers or directors serve as a member of the board of directors or
Compensation Committee of any entity that has one or more executive officers serving on our board of directors
or Compensation Committee.
COMPENSATION COMMITTEE REPORT1
The Compensation Committee has reviewed and discussed with management the Compensation Discussion
and Analysis (“CD&A”) contained in this proxy statement. Based on this review and discussion, the
Compensation Committee has recommended to the board of directors that the CD&A be included in this proxy
statement and incorporated into our annual report on Form 10-K for the fiscal year ended December 31, 2006.
Compensation Committee:
David C. Nagel (Chairman)
Steven B. Fink
Ralph R. Smith
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Nominating and Corporate Governance Committee, or Governance Committee, of the board of
directors is responsible for identifying, reviewing and evaluating candidates to serve as directors on our board
(consistent with criteria approved by the board), reviewing and evaluating incumbent directors, recommending to
the board for selection candidates for election to the board of directors, making recommendations to the board
regarding the membership of the committees of the board, assessing the performance of management and the
board, reviewing the compensation paid to non-employee directors for their service on our board and its
committees, and developing a set of corporate governance principles for LeapFrog. Our Governance Committee
is currently comprised of three directors, Messrs. Fink (Chair), Smith and Wang. All members of the Governance
Committee are independent (as independence is defined in Section 303A.02 of the NYSE listing standards). The
Governance Committee met five times during our 2006 fiscal year. Our Governance Committee charter is posted
on our website at www.leapfroginvestor.com.
The Governance Committee believes that candidates for director should have certain minimum
qualifications, including being able to read and understand basic financial statements, being over 21 years of age
and having the highest personal integrity and ethics. The Governance Committee also intends to consider such
factors as possessing relevant expertise upon which to be able to offer advice and guidance to management,
having sufficient time to devote to the affairs of LeapFrog, demonstrated excellence in his or her field, having the
ability to exercise sound business judgment and having the commitment to rigorously represent the long-term
interests of our stockholders. However, the Governance Committee retains the right to modify these
1The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be
incorporated by reference into any filing of LeapFrog under the Securities Act of 1933 (the “1933 Act”) or
the 1934 Act, whether made before or after the date hereof and irrespective of any general incorporation
language contained in such filing.
33