LeapFrog 2013 Annual Report Download - page 107
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Please find page 107 of the 2013 LeapFrog annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.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 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 heightened NYSE independence requirements 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.
Joanna Rees was appointed to our board of directors effective April 2014. Ms. Rees is a Managing
Director of Soda Rock Partners, an investment and consulting firm, where she serves as an investor, board
member and senior advisor to several private high-growth companies. In 1996, Ms. Rees founded VSP
Capital, a San Francisco-based venture capital firm, where she served as Managing Partner until 2011. During
her tenure with VSP Capital, Ms. Rees served on the board of more than 25 private, venture-backed
companies across a broad range of industries. Previously, Ms. Rees worked at Vrolyk & Company, a boutique
merchant bank, from 1995 to 1996 and Banc of America Securities, an investment banking subsidiary of Bank
of America, from 1993 to 1995, focused on private placements and mergers & acquisitions for retail,
restaurant and branded consumer companies. Ms. Rees spent her early career in advertising and brand
management. She oversaw multiple brands at Groupe Danone, a world leader in the food industry, from 1984
to 1989 and also was head of new product development in the US. She started her career at Benton & Bowels
(now DMB&B), an advertising agency, in 1983, working on multiple consumer brands. Ms. Rees was the
co-creator of the Build Brand Value CEO forum which she led from 1997 to 2003. She has also served on the
Board of the National Venture Capital Association, the Coppola Companies, and as Chairman of the USA for
Madrid-based FON. Ms. Rees currently serves on the board of NewSchools Venture Fund, a non-profit
venture philanthropy firm whose mission is to improve public K-12 education by supporting education
entrepreneurs. She is a senior mentor and a seminar moderator at the Aspen Institute and has been an Adjunct
Professor at Santa Clara University since 2007, where she teaches Leadership in the Leavey School of
Business. Ms. Rees earned her M.B.A. from Columbia University and a B.S. from Duke University. Ms. Rees
has been recognized by several well-known institutions. In 2000, Ms. Rees was selected as a Global Leader
for Tomorrow by The World Economic Forum and in 2002, the Aspen Institute selected Ms. Rees for its 2002
Class of Henry Crown Fellows.
Ms. Rees’s leadership and experience in investing in, advising and building leading growth companies are
valuable to the Company as it seeks to continue to grow its business and broaden its portfolio with innovative
new product categories. Ms. Rees has deep connections across a wide range of industries, including the
technology and education industries, and access to thought leaders worldwide through her work with Soda
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