LeapFrog 2013 Annual Report Download - page 123
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Please find page 123 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.• Our compensation programs are designed to encourage employees to remain focused on both
short-term and long-term goals through the use of performance-based bonuses, which generally
focus on annual performance goals, and equity awards, which typically vest over a number of years
and therefore encourage employees to focus on long-term performance.
The compensation committee monitors our compensation programs to evaluate, on a regular basis,
whether they provide an appropriate balance of incentives and whether they discourage employees from taking
unreasonable risks. Based on these assessments in March 2013, the board of directors and the compensation
committee concluded that our compensation policies and practices for our employees do not create risks that
are reasonably likely to have a material adverse effect on the Company.
The compensation committee is currently composed of three directors, Messrs. Rissman (Chair), Maron,
and McKee. Our board of directors has determined that all members of the compensation committee meet the
heightened independence requirements in the NYSE Listing Standards for members of the compensation
committee. In addition, each of these directors 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. The compensation committee met nine times during 2013. The compensation
committee has adopted a written charter that is posted on our website at www.leapfroginvestor.com under the
heading ‘‘Corporate Governance.’’
Compensation Committee Interlocks and Insider Participation
Messrs. Rissman, Maron and McKee served on our compensation committee during 2013. During the
fiscal year ended December 31, 2013, none of these directors was an officer or employee of the Company or
any of our subsidiaries, nor are any of these directors former officers of the Company or any of our
subsidiaries.
None of our other executive officers or directors serves as a member of the board of directors or
compensation committee of any entity that has one or more executive officers serving on our board of
directors or compensation committee.
Nominating and Corporate Governance Committee
The nominating and corporate governance committee of the board of directors is responsible for
identifying, reviewing and evaluating candidates to serve as directors on our board of directors (consistent
with criteria approved by the board of directors), reviewing and evaluating incumbent directors,
recommending to the board of directors for selection candidates for election to the board of directors, making
recommendations to the board of directors regarding the membership of the committees of the board of
directors, assessing the performance of the board of directors, reviewing the compensation paid to
non-employee directors for their service on our board of directors and its committees, and developing our
corporate governance principles.
When searching for new board members, the nominating and corporate governance committee uses its
network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a
professional search firm. The nominating and corporate governance committee conducts any appropriate and
necessary inquiries into the backgrounds and qualifications of possible candidates after considering the
function and needs of the board. The nominating and corporate governance committee meets to discuss and
consider the candidates’ qualifications and then selects a nominee for recommendation to the board of
directors.
The nominating and corporate governance committee will consider director candidates recommended by
stockholders. The nominating and corporate governance committee does not intend to alter the manner in
which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the
candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for
consideration by the nominating and corporate governance committee to become nominees for election to the
board for next year’s annual meeting of stockholders may do so by delivering a written recommendation to
the nominating and corporate governance committee at the following address: Chair of the Nominating and
Corporate Governance Committee c/o Corporate Secretary of LeapFrog at 6401 Hollis Street, Suite 100,
Emeryville, California 94608, by December 23, 2014. Submissions must include the full name of the proposed
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