LeapFrog 2010 Annual Report Download - page 115

Mr. Maron was previously a director of Nextera Enterprises, Inc., a consumer products company, until 2008.
Mr. Maron earned a B.A. from the University of California, Berkeley and a J.D. from the University of
California, Los Angeles. Mr. Maron has served on our audit committee since July 2006, and on our compensation
and nominating and corporate governance committees since May 1, 2008.
Mr. Maron’s long tenure on our board of directors contributes continuity and a detailed understanding of
LeapFrog’s business and industry to our board of directors and the three committees on which he serves. His
ongoing work as a senior corporate and tax attorney gives him legal expertise and experience that are valuable to
the board when analyzing issues that involve such legal considerations. His experience serving as a director of
LeapFrog and other companies has also provided him with valuable knowledge regarding accounting and
financial reporting matters. In addition, his experience as a corporate lawyer and his service as a director of other
companies provides him with a broad perspective on corporate governance practices for boards of directors,
knowledge and experience with board duties and responsibilities in the context of major corporate transactions
and the phases of corporate existence, and insight into trends and best practices for areas like compensation and
benefits, risk management and talent development. Mr. Maron is an independent director under Section 303A.02
of the NYSE listing standards, which permits him to serve on our audit committee.
E. Stanton McKee, Jr. has served as a member of our board of directors since November 2003. From 1989
until his retirement in November 2002, Mr. McKee served as Senior Vice President, Chief Financial and
Administrative Officer of Electronic Arts Inc., a developer and publisher of interactive entertainment. From 1982
to 1989, Mr. McKee was Chief Financial Officer of Digital Research, Inc., a privately held developer of
operating systems, computer languages and applications. Mr. McKee also served in the consulting division of
Arthur Andersen for seven years. Mr. McKee served on the board of directors and as Chair of the audit
committee of ArcSight, Inc., a publicly held company that provided security and compliance management
software and appliances to government and commercial entities, from February 2005 until its acquisition by
Hewlett Packard in 2010. Mr. McKee has served on numerous private company and joint venture boards and
currently serves on the board of a private company. Mr. McKee earned a B.A. and an M.B.A. from Stanford
University. Mr. McKee has served as the Chair of our audit committee since November 2003 and as a member of
our compensation committee since July 2009.
Mr. McKee has extensive financial reporting, financial transaction, investor relations, and general financial
and management experience, having served as a chief financial officer for more than 20 years, including more
than 13 years with a publicly held company. He has also had responsibility for manufacturing, supply chain, and
some international operations, all of which are components of LeapFrog’s business. He has extensive experience
with mergers and acquisitions and strategic transactions having, in addition to his chief financial officer duties,
been responsible for corporate development for a number of years, executing many acquisitions, investments and
joint ventures, both domestically and internationally. His experience in the electronic game business, including
both content development and retail distribution oversight, has direct applicability to LeapFrog’s business. He is
a financial expert as defined in applicable SEC rules, and the chairman of our audit committee based on his
education and substantial experience in the field. His work at Electronic Arts and his service on the boards of
directors of several companies give him broad-based knowledge in corporate governance, compensation and
financial matters currently faced by companies operating in industries similar to LeapFrog’s. Mr. McKee is an
independent director under Section 303A.02 of the NYSE listing standards, which permits him to serve on our
audit committee. In addition, Mr. McKee qualifies as a “non-employee director” within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and as an “outside”
director within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Internal
Revenue Code, which allows him to be part of our performance compensation award subcommittee, as discussed
below under “Board of Directors and Corporate Governance—Committees of the Board—Compensation
Committee.”
David C. Nagel, Ph.D. has served as a member of our board of directors since September 2005. From
December 2001 until his retirement in May 2005, Dr. Nagel served as the President, Chief Executive Officer and
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