LeapFrog 2008 Annual Report Download - page 126

Chairman, Mr. Fink, received a grant of 30,000 RSUs and the Chairman of our audit committee, Mr. McKee,
received a grant of 25,000 RSUs. The grants were recommended by our nominating and governance committee
based primarily on a competitive compensation review that showed LeapFrog’s director compensation fell short
of the board’s target of maintaining total director compensation at approximately the 75th percentile of similar
companies. These RSUs vest monthly over a three-year period, and, regardless of the vesting terms, the shares of
Class A common stock underlying the RSUs would not be delivered to a director until three months following
the expiration or termination of the director’s term on the board. The vesting of these RSUs would fully
accelerate in the event of a “change in control,” as defined in the 2002 Non-Employee Director Stock Award
Plan. In 2008, the board did not approve any further awards of RSUs or other equity awards other than the
standard annual option grants described above.
Committees of the Board
In 2008, our board had three committees: an audit committee, a compensation committee, and a nominating
and corporate governance committee. The following table provides membership and meeting information for
each of the board committees in 2008:
Member of our board of directors in the fiscal year 2008 Audit Compensation
Nominating and
Corporate
Governance
Steven B. Fink(1) .............................................. X X
Stanley E. Maron(2) ........................................... X X X
E. Stanton McKee, Jr. .......................................... X*
David C. Nagel ............................................... X*
Ralph R. Smith(1) ............................................. X X*
Caden Wang ................................................. X X
Total meetings in fiscal year 2008 ................................. 10 7 4
* Committee chair in 2008
(1) Messrs. Fink and Smith resigned in March 2009.
(2) Mr. Maron was appointed to each of the Compensation Committee and Nominating and Corporate
Governance Committee in May 2008.
Below is a description of each committee of the board of directors. Each of the committees has authority to
engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The
board of directors determined that each member of each committee in 2008 met the applicable rules and
regulations regarding “independence” and that each member was free of any relationship that would interfere
with his individual exercise of independent judgment with regard to LeapFrog.
In March 2009, our committee membership was changed as follows:
Committee Members Audit Compensation
Nominating and
Corporate
Governance
Paul T. Marinelli .............................................. X
Stanley E. Maron .............................................. X X X
E. Stanton McKee, Jr. .......................................... X*
David C. Nagel ............................................... X*
Philip B. Simon ............................................... X
Caden Wang ................................................. X X X*
* Committee chair
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