LeapFrog 2009 Annual Report Download - page 117
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was a member of its audit committee, nominating and corporate governance committee and a special committee
advising on option backdating. He earned a B.A. and an M.B.A. from the University of California, Los Angeles.
Mr. Wang has served as a member of our audit committee since April 2005, a member of our nominating and
corporate governance committee since November 2006 (and as the Chair since March 2009), and a member of
our compensation committee since March 2009 (and previously as a member and the Chair of our compensation
committee from April 2005 to November 2006).
Mr. Wang has extensive accounting, financial reporting and finance experience, having served as the chief
financial officer of various private companies during his career and as the chair of the audit committee of a
public company. He is a “financial expert,” as defined in applicable SEC rules, based on his formal education and
substantial experience in the field. Mr. Wang’s experience as an executive officer of various consumer products
and retail companies and as a director of public companies other than LeapFrog gives him broad-based
experience in corporate governance, compensation and financial matters currently faced by public consumer
products companies. In addition, Mr. Wang brings extensive knowledge of and experience with business
operations and strategy from his service with these companies, including international operations. He constitutes
an independent director under Section 303A.02 of the NYSE listing standards, which permits him to serve on the
audit committee. In addition, Mr. Wang qualifies as a “non-employee director” within the meaning of Section 16
of the Exchange Act, and as an “outside” director within the meaning of Section 162(m) of the Internal Revenue
Code, which allows him to be a member of our performance compensation award subcommittee, as discussed
below under “Board of Directors and Corporate Governance—Committees of the Board—Compensation
Committee” regarding the establishment of that subcommittee.
The Board of Directors recommends a vote FOR each named nominee.
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