LeapFrog 2015 Annual Report Download - page 150

on July 31, 2015, the last day of the month prior to the month of the Annual Meeting, which is
August 13, 2015. The grant date fair value of each of these RSU awards and stock options, as calculated
under FASB ASC Topic 718 for financial statement reporting purposes, was as follows:
Name
Restricted Stock
Unit Awards
(Number of Shares)
Grant Date
Fair Value
($)
Stock Option
Awards
(Number of Shares)
Grant Date
Fair Value
($)
William B. Chiasson ...... 6,561 49,995 11,962 50,025
Thomas J. Kalinske ...... 4,921 37,498 8,971 37,517
Stanley E. Maron ........ 4,921 37,498 8,971 37,517
E. Stanton McKee, Jr. ..... 4,921 37,498 8,971 37,517
Joanna Rees ........... 1,230 9,373 2,243 9,380
Randy O. Rissman ....... 4,921 37,498 8,971 37,517
Caden C. Wang ......... 4,921 37,498 8,971 37,517
DISCUSSION OF DIRECTOR COMPENSATION
For our 2015 fiscal year and the Transition Period, we paid the following annual retainer fees to our
non-employee directors:
• Each non-employee director received an annual retainer of $40,000; except the Chairman of the
board of directors who received an annual retainer of $60,000;
• Each non-employee director who served as a member of the audit committee received an annual
retainer of $20,000, except the Chair of the audit committee who received an annual retainer of
$30,000;
• Each non-employee director who served as a member of the compensation committee received an
annual retainer of $10,000, except the Chair of the compensation committee who received an annual
retainer of $15,000; and
• Each non-employee director who served as a member of the nominating and corporate governance
committee received an annual retainer of $5,000, except the Chair of the nominating and corporate
governance committee who received an annual retainer of $10,000.
Retainers are paid in quarterly installments in arrears. In cases where a non-employee director served for
a part of the year in a capacity entitling him to a retainer, the retainer was pro-rated to reflect his actual period
of service in that capacity. In the fiscal year ended March 31, 2015, the total cash compensation paid to our
non-employee directors was $452,143 and in the Transition Period, it was $106,250. The non-employee
directors are also eligible for reimbursement of their expenses incurred in attending board meetings.
Non-employee directors are granted equity awards under the LeapFrog 2011 Equity and Incentive Plan,
or the 2011 EIP. All non-employee directors receive an equity award upon their appointment to the board of
directors. These initial equity awards have an accounting value of $200,000. Non-employee directors also
receive an annual equity award for each year they serve on the board of directors. These annual equity awards
have an accounting value of $75,000, except that the accounting value of the annual equity award to the
Chairman of the Board is $100,000. For both the initial and the annual equity award, 50% of the value of
such award is granted in the form of a stock option and 50% of such award is granted in the form of an
RSU award. The accounting value of these stock awards is calculated using the same methodology as is
applied by LeapFrog for purposes of determining the accounting expense associated with all equity awards to
our executive officers and other employees.
The exercise price of stock options granted to our non-employee directors is 100% of the fair market
value of the Class A common stock subject to the option on the date of grant. Stock options granted pursuant
to initial equity awards to non-employee directors vest in equal monthly installments over a three-year period
in accordance with their terms. RSU awards granted pursuant to initial equity awards to non-employee
directors vest as to one-third of the shares subject to such awards on each annual anniversary of the grant over
a three-year period in accordance with their terms. Stock awards granted pursuant to annual equity awards to
non-employee directors vest on the last day of the month prior to the month in which the annual meeting of
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