LeapFrog 2008 Annual Report Download - page 131

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted above, in 2008, Dr. Nagel and Messrs. Fink, Maron and Smith served on our compensation
committee. During the fiscal year ended December 31, 2008, 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 serves 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 COMMITTEE2
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, 2008.
Compensation Committee
David C. Nagel (Chairman)
Stanley E. Maron
Philip B. Simon
Caden Wang
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. Marinelli, Maron and Wang. Mr. Maron was appointed to the committee by
the board of directors in May 2008. Mr. Marinelli was appointed to the committee by the board in March 2009.
The board has determined that all members of the governance committee are independent (as independence is
defined in the NYSE listing standards), except, as permitted by NYSE listing standards for “controlled
companies,” for Mr. Marinelli, Vice President of Lawrence Investments. The governance committee met four
times during our 2008 fiscal year. Our governance committee charter is posted on our website at
www.leapfrog.com under About Us—Investor Relations—Corporate Governance.
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
2The 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.
27