LeapFrog 2015 Annual Report Download - page 120

E. Stanton McKee, Jr. has served as a member of our board of directors since November 2003. From
1989 until his retirement in November 2002, Mr. McKee served in various positions at Electronic Arts Inc., a
publicly-held company that develops and publishes interactive entertainment, most recently as Executive Vice
President and Chief Financial and Administrative Officer. From 1982 to 1989, Mr. McKee was Chief Financial
Officer of Digital Research, Inc., a privately-held developer of operating systems, computer languages and
applications. Mr. McKee also served in the consulting division of Arthur Andersen for seven years.
Mr. McKee serves on the board of directors of King Digital Entertainment Plc, a publicly-traded casual-social
gaming company, and as chair of its audit committee. 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.
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 U.S. 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 the Fair Isaac Corporation, a public software company whose products measure
consumer credit risk. 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.
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