LeapFrog 2015 Annual Report Download - page 152

EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis, or CD&A, provides a detailed description of our executive
compensation philosophy and program, the compensation decisions made by the compensation committee of
our board of directors, or the compensation committee, for the 2015 fiscal year (‘‘Fiscal 2015’’) and the
transition period from January 1, 2014 to March 31, 2014 (the ‘‘Transition Period’’) and the factors considered
in making those decisions. This CD&A focuses on the compensation of our ‘‘named executive officers’’ for
Fiscal 2015, who were:
Name Title
John Barbour Chief Executive Officer
Raymond L. Arthur Chief Financial Officer
Kenneth A. Adams Senior Vice President, Sales
Gregory B. Ahearn Chief Marketing Officer
Antony Hicks Chief International Officer
Overview
Executive Compensation Decisions
The compensation committee made the following key compensation decisions for the Transition Period
and Fiscal 2015:
• No performance-based bonuses were granted to any of our named executive officers, as a result of
the Company’s financial performance results falling below target financial metrics.
• Base salaries were moderately increased for our named executive officers as part of a company-wide
annual review process in which base salaries were increased for LeapFrog employees.
• We granted each of our named executive officers an equity award during the Transition Period,
consistent with our philosophy of aligning the compensation opportunities of our executive officers
with the long-term interests of our stockholders. In the case of our chief executive officer, his equity
award represented 79% of his target total direct compensation opportunity for the Fiscal 2015, as
reported in the Summary Compensation Table, below.
Key Compensation-Related Corporate Governance Practices
The compensation committee evaluates our executive compensation program on an ongoing basis to
ensure that it is consistent with the Company’s short-term and long-term goals given the dynamic nature of
our business and the market in which we compete for executive talent. Working together with the full board
of directors and our nominating and corporate governance committee, we maintain the following key
compensation-related governance practices:
•Independent Compensation Committee. The compensation committee is comprised solely of
independent directors.
•Independent Compensation Committee Advisor. The compensation committee engaged its own
compensation consultant to assist with its compensation reviews for Fiscal 2015. This compensation
consultant performed no consulting or other services for the Company.
•Annual Executive Compensation Review. The compensation committee conducts an annual review
and approval of our compensation strategy, including a review of our compensation peer group used
for comparative purposes and a review of our compensation-related risk profile to ensure that our
compensation-related risks are not reasonably likely to have a material adverse effect on the
Company.
•Hedging Prohibited. As part of our Policy Against Trading on the Basis of Insider Information, we
prohibit our employees from hedging any Company securities.
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