LeapFrog 2009 Annual Report Download - page 116

medical devices (since July 2009), Tessera Technologies, Inc., a publicly held company that develops
semiconductor packaging technology (since May 2005), and Openwave Systems Inc., a publicly held company
that develops software for mobile and broadband operators (since January 2008). Dr. Nagel earned a B.S., an
M.S. and a Ph.D. from the University of California, Los Angeles. Dr. Nagel has served as a member of our
compensation committee since February 2006 (and as the Chair since November 2006), and as a member of our
strategy committee from April 2006 until it was dissolved in July 2007.
Dr. Nagel has held multiple leadership positions at technology companies, both as chief executive officer
and chief technology officer. This experience with companies in the telecommunications and mobile device
sectors is applicable to LeapFrog’s current business as we increasingly focus on mobile and web-enabled
educational entertainment platforms, and enables him to contribute to the board his insights and guidance on
effective strategic options as we expand our technology-based learning toys and platforms. Dr. Nagel’s
experience as a director of public companies other than LeapFrog gives him broad-based experience in corporate
governance, compensation and financial matters affecting technology companies. Dr. Nagel serves on the
compensation committees of three other public companies, which gives him wide-ranging and extensive
experience with executive compensation matters and the duties of compensation committees. He constitutes an
independent director under Section 303A.02 of the NYSE listing standards. In addition, Dr. Nagel 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, which allows him to be a member 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.
Philip B. Simon was appointed to our board of directors in March 2009 and served as Presiding Director
with the role of presiding over executive sessions of the board from March 2009 to March 2010. Mr. Simon is
President of Lawrence Investments, a private equity investment firm that is controlled by Lawrence J. Ellison. In
March 2009, Mr. Simon was proposed for membership on our board of directors by Mollusk Holdings, a
subsidiary of Lawrence Investments and the owner of shares representing a majority of our outstanding voting
power. For 16 years, prior to joining Lawrence Investments in 1997, Mr. Simon was partner in Howson & Simon
LLP, a professional tax and accounting services firm. Mr. Simon served as a director of Spring Group plc from
October 2003 through March 2006; Spring Group plc was a publicly held provider of recruitment, professional
staffing and related services based in the UK. Mr. Simon serves on the board of directors of a number of
privately held companies and is a member of the California Society of Certified Public Accountants. Mr. Simon
holds an A.B. from Yale University and a J.D. from Stanford Law School. Mr. Simon has served as a member of
our compensation committee since March 2009.
Mr. Simon’s service as President of Lawrence Investments, and his associated service on the boards of
directors of multiple companies, provides the board with access to information about business practices and
strategies across several industries. Also, with his educational background and experience at Howson & Simon,
Mr. Simon adds extensive expertise and experience in tax and accounting, as well as understanding of and
facility with legal and regulatory matters. Mr. Simon’s service as President of Lawrence Investments also enables
him to represent our stockholders and serve as a liaison between the board and our stockholders.
Caden Wang was appointed to our board of directors in April 2005. From June 1999 until his retirement in
December 2001, Mr. Wang served as Executive Vice President and Chief Financial Officer of LVMH Selective
Retailing Group, which included various international retail holdings such as DFS, Sephora and Miami
Cruiseline Services. He also served as the Chief Financial Officer for DFS, Gump’s and Cost Plus. Since October
2003, Mr. Wang has served on the board of directors of bebe stores, inc., a publicly held company that designs,
develops and produces women’s apparel and accessories, and chairs its audit committee, is a member of its
nominating and corporate governance committee and chairs a special committee advising on executive equity
matters. From August 2005 through August 2007, Mr. Wang served on the board of directors of Fossil, Inc., a
publicly held company that designs, develops, markets and distributes fashion-related consumer products, and
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