LeapFrog 2009 Annual Report Download - page 115

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 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
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. He constitutes an independent director under Section 303A.02
of the NYSE listing standards, which permits him to serve on our audit committee.
E. Stanton McKee, Jr. was appointed to our board of directors in November 2003. From 1989 until his
retirement in November 2002, Mr. McKee served as Chief Financial and Administrative Officer of Electronic
Arts Inc., a developer and publisher of interactive entertainment. 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 has served on the board of directors of ArcSight, Inc., a publicly held company that provides security
and compliance management software and appliances to government and commercial entities, since February
2005; he is a member of its corporate governance committee and chairs its audit committee. Mr. McKee has
served on numerous private company and joint venture boards and currently serves on the board of a private
company. 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 November 2003 and as a member of our compensation committee since July
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, in addition to his chief financial officer duties,
been responsible for corporate development for a number of years, executing many acquisitions, investments and
joint ventures, both domestically and internationally. His experience in the electronic game business, including
both content development and retail distribution oversight, has direct applicability to LeapFrog’s business. He is
a financial expert as defined in applicable SEC rules, and the chairman of our audit committee based on his
education and substantial experience in the field. His work at Electronic Arts and his service on the boards of
directors of several companies, including a public company other than LeapFrog, give him broad-based
knowledge in corporate governance, compensation and financial matters currently faced by companies operating
in industries similar to LeapFrog’s. He constitutes an independent director under Section 303A.02 of the NYSE
listing standards, which permits him to serve on the audit committee. In addition, Mr. McKee 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, which allows him to be part of our performance
compensation award subcommittee, as discussed below under “Board of Directors and Corporate Governance—
Committees of the Board—Compensation Committee” regarding the establishment of that subcommittee.
David C. Nagel, Ph.D. was appointed to our board of directors in September 2005. From December 2001
until his retirement in May 2005, Dr. Nagel served as the President, Chief Executive Officer and a director of
PalmSource, Inc., a provider of operating system software platforms for smart mobile devices. From September
2001 to December 2001, he was Chief Executive Officer of the Platform Solutions Group at Palm, Inc., a
provider of mobile computing solutions. Prior to joining Palm, from April 1996 to September 2001, Dr. Nagel
was Chief Technology Officer of AT&T Corp., a communications service provider, President of AT&T Labs, a
corporate research and development unit of AT&T, and Chief Technology Officer of Concert, a partnership
between AT&T and British Telecom. Dr. Nagel has served on the board of directors and compensation
committee of each of Align Technology, Inc., a publicly held company that develops and sells orthodontics
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