LeapFrog 2015 Annual Report Download - page 119

and Co-Chief Executive Officer of Mattel, Inc., a leading toy manufacturer and public company. He has
also served as Chair of the Toy Manufacturers Association of America. Since January 2012, Mr. Kalinske
has served as Executive Chairman of Global Education Learning, a startup dedicated to the online teaching
of English and other subjects to children in Asia. He has also served as a member of the board of directors
and on the audit committee of Cambium Learning Group, Inc., a publicly-held company that provides
research-based learning solutions for at-risk and special student populations, since February 2010.
Mr. Kalinske also serves on the board of directors of Gazillion, an online video game company, Genyous,
a cancer drug development company and the Wisconsin Center for Educational Products and Services, a
non-profit organization affiliated with the University of Wisconsin. Mr. Kalinske served as a director on the
board of directors of Blackboard Inc., a publicly-held company that provided enterprise learning software
applications, from April 2007 until its acquisition in October 2011. Mr. Kalinske earned a B.S. from the
University of Wisconsin and an M.B.A. from the University of Arizona. Mr. Kalinske has served on our
nominating and corporate governance committee since June 2012.
Mr. Kalinske is one of only 68 inductees in the Toy Industry Hall of Fame, which recognizes outstanding
contributions and/or service to the toy industry and to the Toy Industry Association. His leadership in leading
toy and education companies and his extensive experience in the areas of technology, toys, gaming and
educational ventures, all align closely with LeapFrog’s continuing strategic focus on technology-based
multimedia learning platforms and provide the board of directors with highly specialized experience and
perspective and pertinent strategic and business insight. His deep connections in the toy industry provide the
board of directors and Company with access to leading companies and thought leaders worldwide. His
extensive contacts in the toy and educational service industry serve both the board of directors and the
nominating and corporate governance committee, where he can provide world-class assistance to the
committee in the identification, review and evaluation of candidates to serve as directors of the Company.
Mr. Kalinske is an independent director under Section 303A.02 of the NYSE listing standards.
Stanley E. Maron has served as a member of our board of directors since September 1997. Since 1994,
Mr. Maron has served as a senior partner in the law firm of Maron & Sandler, a Professional Corporation,
which he co-founded. He specializes in corporate and tax law. Prior to forming Maron & Sandler, he was a
senior partner in the Los Angeles law firm of Buchalter, Nemer, Fields & Younger (now Buchalter Nemer),
serving at the firm from 1975 to 1994. Mr. Maron currently serves as a director of Heron International, a
privately-held European real estate development company, and also serves as an officer and director of
privately-held companies affiliated with Knowledge Learning Corporation, a provider of early child care
learning. 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 2006 and on our
compensation and nominating and corporate governance committees since 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 of directors 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, and he also meets the heightened NYSE independence requirements for members of the
compensation committee. In addition, Mr. Maron 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.
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