LeapFrog 2012 Annual Report Download - page 100

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 directors
of several private companies. 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 2003 and as a member of our compensation committee
since 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 been responsible for
corporate development for a number of years at Electronic Arts Inc., executing many acquisitions, investments
and joint ventures, both domestically and internationally, in addition to his chief financial officer duties. His
experience in the electronic game business, including both content development and retail distribution
oversight, has direct applicability to LeapFrog’s business. 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.
He is a financial expert as defined in applicable SEC rules, and was appointed chairman of our audit
committee based on his education and substantial experience in the field. Mr. McKee is an independent
director under Section 303A.02 of the NYSE listing standards, which permits him to serve on our audit
committee and he meets the new heightened NYSE independence requirements, which go into effect in
July 2013, for members of the compensation committee. In addition, Mr. McKee 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.
Theodore R. Mitchell has served as a member of our board of directors since June 2012. Dr. Mitchell is
President and Chief Executive Officer of NewSchools Venture Fund, a nonprofit venture philanthropy firm that
supports both nonprofit and for-profit education entrepreneurs who are transforming public education, a
position he has held since 2005. From 2008 through 2010, he also served as President of the California State
Board of Education. Prior to taking the helm at NewSchools in 2005, Dr. Mitchell was President of
Occidental College, a position he held from 1999 to 2005. Dr. Mitchell previously held roles as Vice
Chancellor and Dean of the School of Education and Information Studies at the University of California, Los
Angeles, professor and Chair of the Department of Education at Dartmouth College, and Vice President of
Education and Strategic Initiatives at the J. Paul Getty Trust. He has served on a number of policy
commissions, including chairing the Governor’s Committee on Education Excellence and the Commission on
Teacher Effectiveness for the Los Angeles Unified School District. In addition, he serves on the board of
directors of Khan Academy, New Leaders for New Schools, The Teaching Channel, ConnectEd: The
California Center for College and Career, and The McClatchy Company. Dr. Mitchell received his B.A., M.A.,
and Ph.D. from Stanford University.
The educational content of the Company’s games and products is one of the pillars of the Company’s
strategy and a differentiating factor in our products. Dr. Mitchell has long been a leader in education reform in
California, as well as nationally, and brings more than 30 years of education experience to our board of
directors, including promoting innovation and excellence in education. Dr. Mitchell’s presence on the board of
directors gives it significant breadth of experience in a fundamental aspect of our corporate strategy as an
educational entertainment company. His continued involvement in an educational venture philanthropy firm
provides the board of directors access to information so it can maintain abreast of the latest developments in
education. Dr. Mitchell was recommended to our board of directors by a non-management director. Dr.
Mitchell is an independent director under Section 303A.02 of the NYSE listing standards.
Randy O. Rissman has served as a member of our board of directors since August 2011. Mr. Rissman is
currently managing director of Leo Capital Holdings, LLC, a venture capital firm he founded in 2000, which
makes early stage investments in technology and media-based companies focused on consumer Internet and
mobile applications. From 2005 to 2010, he was a director of 4Kids Entertainment, Inc., a publicly-held
American film and television production company. From 1978 to 1998, Mr. Rissman served as Chief
Executive Officer of Tiger Electronics, Inc., an early pioneer of children’s electronic gaming he co-founded,
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