LeapFrog 2010 Annual Report Download - page 117

Caden Wang has served as a member of our board of directors since April 2005. From June 1999 until his
retirement in December 2001, Mr. Wang served as Executive Vice President and Chief Financial Officer of
LVMH Selective Retailing Group, which included various international retail holdings such as DFS, Sephora and
Miami Cruiseline Services. He also served as the Chief Financial Officer for DFS, a leading luxury retailer
catering to the traveling public, Gump’s, a luxury home furnishings and home décor retailer, and Cost Plus, a
chain of specialty import/retail stores. Since October 2003, Mr. Wang has served on the board of directors of
bebe stores, inc., a publicly held company that designs, develops and produces women’s apparel and accessories,
and chairs its audit committee, is a member of its nominating and corporate governance committee and chairs a
special committee advising on executive equity matters. From August 2005 through August 2007, Mr. Wang
served on the board of directors of Fossil, Inc., a publicly held company that designs, develops, markets and
distributes fashion-related consumer products, and 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. Mr. Wang is
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.”
Required Vote
The nine nominees receiving the highest number of “FOR” votes shall be elected as directors. Under the
rules of the NYSE, brokers are prohibited from giving proxies to vote on elections of directors unless the
beneficial owner of such shares has given voting instructions on the matter. This means that if your broker is the
record holder of your shares, you must give voting instructions to your broker with respect to the nine nominees
in this Proposal One if you want your broker to vote your shares on the matter. Otherwise, your shares will be
treated as broker non-votes. Broker non-votes will have no effect on the outcome of the vote.
Recommendation
The Board of Directors recommends a vote FOR each named nominee.
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