LeapFrog 2009 Annual Report Download - page 138
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committee and senior management to learn more about LeapFrog’s business operations and strategy, key
performance metrics and target goals and the labor markets in which we compete. Compensia developed
recommendations that were reviewed and approved by the compensation committee for 2009. The specific tasks
and responsibilities in implementing the directive of the compensation committee are described in greater detail
in the Compensation Discussion and Analysis section of this proxy statement. Compensia (including its
affiliates) did not perform any services for us or any of our affiliates other than compensation consulting services
related to determining or recommending the form or amount of executive and director compensation, designing
and implementing incentive plans and providing information on industry and peer group pay practices, which
services were provided directly to our compensation committee and, in the case of director compensation
benchmarking services, our nominating and corporate governance committee.
Among other considerations in administering our compensation programs, the compensation committee
considers whether and to what extent such programs have a potential to encourage excessive risk taking by our
employees, including executives. In addition, the committee monitors these programs to evaluate on a regular
basis whether the programs provide an appropriate balance of incentives and whether they encourage employees
to take unreasonable risks. Based on these assessments in February 2009 and 2010, we and the compensation
committee concluded that our compensation policies and practices for our employees did not create risks that
were reasonably likely to have a material adverse effect on us.
The compensation committee is currently composed of five directors, Dr. Nagel (Chair) and Messrs. Maron,
McKee, Simon and Wang. Messrs. Simon and Wang were appointed to the committee by the board in March
2009. Mr. McKee was appointed to the committee by the board of directors in July 2009. The board has
determined that all members of LeapFrog’s compensation committee are independent (as independence is
defined in the NYSE listing standards), except, as permitted by NYSE listing standards for “controlled
companies,” for Mr. Simon, President of Lawrence Investments. The compensation committee met six times
during our 2009 fiscal year. The compensation committee has adopted a written compensation committee charter
that is posted on our website at www.leapfroginvestor.com under Corporate Governance.
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