LeapFrog 2007 Annual Report Download - page 154

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted above, in 2007, Dr. Nagel and Messrs. Fink and Smith served on our compensation committee.
During the fiscal year ended December 31, 2007, 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.
REPORT OF THE COMPENSATION COMMITTEE1
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, 2007.
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
composed of three directors, Messrs. Smith (Chair), Fink 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 four times during our 2007 fiscal year. The governance committee has adopted a written
governance committee charter that is posted on the corporate governance section of 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 qualifications
from time to time. Candidates for director nominees are reviewed in the context of the current composition of the
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 1933 Act or the 1934 Act, other than
LeapFrog’s Annual Report on Form 10-K, where it shall be deemed to be “furnished,” whether made before
or after the date hereof and irrespective of any general incorporation language contained in such filing.
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