|William B. Chiasson |
William B. Chiasson has served as a member of our board of directors since March 2010 and as the Chairman of our board of directors since March 2011. Previously, Mr. Chiasson served as our Chief Executive Officer from September 2010 to March 2011, as President and Chief Executive Officer from March 2010 to September 2010 and as Chief Financial Officer from November 2004 to February 2010. Since August 2013, Mr. Chiasson serves on the board of directors of Fossil Group, a publicly-held company that designs, develops, markets and distributes fashion-related consumer products, and, since May 2015, as chair of its audit committee. Mr. Chiasson has served as a member of the board of directors of The ERGObaby Carrier, Inc., a designer, marketer and distributor of premium baby carriers and related products, since February 2012 and is currently Chairman of its board of directors and a member of its audit committee. In addition, Mr. Chiasson served as its Chief Executive Officer from October 2012 to May 2013. He served as Senior Vice President and Chief Financial Officer of Levi Strauss & Co., a marketer of apparel, from August 1998 to December 2003. From January 1988 to August 1998, Mr. Chiasson served in varying capacities with Kraft Foods, Inc., a division of Phillip Morris Companies and a manufacturer and seller of branded foods and beverages, most recently as Senior Vice President, Finance and Information Technology. From June 1979 to January 1988, Mr. Chiasson served in varying capacities with Baxter Healthcare, most recently as its Vice President and Controller for the Hospital Group. Mr. Chiasson received his B.A. from the University of Arizona and his M.B.A. from the University of Southern California. Mr. Chiasson’s ongoing leadership role at LeapFrog contributes a deep understanding of our day-to-day operations to the board of directors. He brings many years of experience with branded consumer products companies through his experience at Fossil Group, The ERGObaby Carrier, Inc., LeapFrog, Levi Strauss & Co. and Kraft Foods, Inc. Also, his long service as a public-company executive officer gives him extensive knowledge of and experience with business operations and strategy, including compensation and corporate governance matters, finance and accounting issues, regulatory requirements, and risk awareness and management. Mr. Chiasson also offers substantial finance and strategy experience, having served as our Chief Financial Officer and as the Chief Financial Officer of Levi Strauss & Co., and in other senior financial roles at other public companies. Mr. Chiasson is an independent director under Section 303A.02 of the NYSE listing standards.
|Thomas J. Kalinske |
Vice Chairman and Independent Director
Thomas J. Kalinske has served on our board of directors since September 1997, and has served as the Vice Chairman of our board of directors since July 2006. He was the Chairman of our board of directors from September 1997 to February 2004. Mr. Kalinske served as our Chief Executive Officer at two different times, first from September 1997 to March 2002 and again from February 2004 to July 2006. From April 2007 to May 2008, Mr. Kalinske served as Chief Executive Officer of cFares, Inc., an online meta-search company. From 1996 to February 2004, Mr. Kalinske served as the President of Knowledge Universe (now Mounte LLC), a private company focused on building leading companies in areas relating to education, technology and career management and the improvement of individual and corporate performance. From 1990 to 1996, he served as President and Chief Executive Officer of Sega of America, a leading video game and entertainment company. Prior to that, he was President and Chief Executive Officer of the Universal Matchbox Group, a manufacturer of games, toys and children’s vehicles, from 1987 to 1990. Prior to that, he served as President and Co-Chief Executive Officer of Mattel, Inc., a leading toy manufacturer and public company. He has also served as Chair of the Toy Manufacturers Association of America. Since January 2012, Mr. Kalinske has served as Executive Chairman of Global Education Learning, a startup dedicated to the online teaching of English and other subjects to children in Asia. He has also served as a member of the board of directors and on the audit committee of Cambium Learning Group, Inc., a publicly-held company that provides research-based learning solutions for at-risk and special student populations, since February 2010. Mr. Kalinske also serves on the board of directors of Gazillion, an online video game company, Genyous, a cancer drug development company and the Wisconsin Center for Educational Products and Services, a non-profit organization affiliated with the University of Wisconsin. Mr. Kalinske served as a director on the board of directors of Blackboard Inc., a publicly-held company that provided enterprise learning software applications, from April 2007 until its acquisition in October 2011. Mr. Kalinske earned a B.S. from the University of Wisconsin and an M.B.A. from the University of Arizona. Mr. Kalinske has served on our nominating and corporate governance committee since June 2012. Mr. Kalinske is one of only 68 inductees in the Toy Industry Hall of Fame, which recognizes outstanding contributions and/or service to the toy industry and to the Toy Industry Association. His leadership in leading toy and education companies and his extensive experience in the areas of technology, toys, gaming and educational ventures, all align closely with LeapFrog’s continuing strategic focus on technology-based multimedia learning platforms and provide the board of directors with highly specialized experience and perspective and pertinent strategic and business insight. His deep connections in the toy industry provide the board of directors and Company with access to leading companies and thought leaders worldwide. His extensive contacts in the toy and educational service industry serve both the board of directors and the nominating and corporate governance committee, where he can provide world-class assistance to the committee in the identification, review and evaluation of candidates to serve as directors of the Company. Mr. Kalinske is an independent director under Section 303A.02 of the NYSE listing standards.
|John Barbour |
Chief Executive Officer
John Barbour has served as our Chief Executive Officer and as a member of our board of directors since March 2011. Prior to joining LeapFrog, he served as President of the GameHouse division of RealNetworks, Inc., a digital media company, from October 2008 to August 2010. From October 2006 to October 2008, Mr. Barbour served as the Managing Partner of Volta Capital, LLC, a strategy and investment consulting firm. From 1999 to June 2006, Mr. Barbour served in various capacities for Toys ‘‘R’’ Us, Inc., a retailer of children’s toys and products. He served as President, Toys ‘‘R’’ Us U.S. from August 2004 to June 2006, as President, Toys ‘‘R’’ Us International and Chairman, Toys ‘‘R’’ Us Japan from February 2002 to August 2004, and President and Chief Executive Officer of toysrus.com from 1999 to 2002. Mr. Barbour has also held senior level positions with Hasbro, Inc., OddzOn Products, Inc., and Universal Matchbox Group, Ltd. In addition, Mr. Barbour has served as a director of the Toy Industry of America since 2013. Mr. Barbour holds a B.Sc. in Chemistry, with Honors, from the University of Glasgow. Mr. Barbour’s in-depth knowledge and experience, both in the U.S. and globally, with the products, technologies, distribution channels, and consumer preferences in our core markets provides considerable value and expertise to the board of directors. He has spent more than 25 years building global consumer and Internet businesses in both traditional retail and direct-to-consumer environments. He has knowledge and experience with how our largest customers operate, having led the successful turnaround of the Toys ‘‘R’’ Us U.S. and International divisions. He also has leadership experience at other world-class toy companies such as Hasbro, Russ Berrie and Matchbox. His online toy and gaming experience, building toysrus.com into a leading global online retailer of toys and while at the GameHouse division of RealNetworks, brings an experienced perspective necessary to the board of directors in Internet and e-commerce issues, an area that is of strategic importance to the Company.
|Stanley E. Maron |
Stanley E. Maron has served as a member of our board of directors since September 1997. Since 1994, Mr. Maron has served as a senior partner in the law firm of Maron & Sandler, a Professional Corporation, which he co-founded. He specializes in corporate and tax law. Prior to forming Maron & Sandler, he was a senior partner in the Los Angeles law firm of Buchalter, Nemer, Fields & Younger (now Buchalter Nemer), serving at the firm from 1975 to 1994. Mr. Maron currently serves as a director of Heron International, a privately-held European real estate development company, and also serves as an officer and director of privately-held companies affiliated with Knowledge Learning Corporation, a provider of early child care learning. Mr. Maron earned a B.A. from the University of California, Berkeley and a J.D. from the University of California, Los Angeles. Mr. Maron has served on our audit committee since 2006 and on our compensation and nominating and corporate governance committees since 2008. 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 of directors 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 of directors 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. Mr. Maron is an independent director under Section 303A.02 of the NYSE listing standards, which permits him to serve on our audit committee, and he also meets the heightened NYSE independence requirements for members of the compensation committee. In addition, Mr. Maron 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.
|E. Stanton McKee, Jr. |
Independent Director and Chairman of the Audit Committee
E. Stanton McKee, Jr. has served as a member of our board of directors since November 2003. From 1989 until his retirement in November 2002, Mr. McKee served in various positions at Electronic Arts Inc., a publicly-held company that develops and publishes interactive entertainment, most recently as Executive Vice President and Chief Financial and Administrative Officer. 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 serves on the board of directors of King Digital Entertainment Plc, a publicly-traded casual-social gaming company, and as chair of its audit committee. Mr. McKee served on the board of directors and as Chair of the audit committee of ArcSight, Inc., a publicly-held company that provided security and compliance management software and appliances to government and commercial entities, from February 2005 until its acquisition by Hewlett-Packard in 2010. Mr. McKee has served on numerous private company and joint venture boards and currently serves on the board of directors of several private companies. 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 2003 and as a member of our compensation committee since 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 been responsible for corporate development for a number of years at Electronic Arts Inc., executing many acquisitions, investments and joint ventures, both domestically and internationally, in addition to his chief financial officer duties. His experience in the electronic game business, including both content development and retail distribution oversight, has direct applicability to LeapFrog’s business. His work at Electronic Arts and his service on the boards of directors of several companies give him broad-based knowledge in corporate governance, compensation and financial matters currently faced by companies operating in industries similar to LeapFrog’s. He is a financial expert as defined in applicable SEC rules, and was appointed chairman of our audit committee based on his education and substantial experience in the field. Mr. McKee is an independent director under Section 303A.02 of the NYSE listing standards, which permits him to serve on our audit committee and he meets the heightened NYSE independence requirements for members of the compensation committee. In addition, Mr. McKee 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.
Joanna Rees was appointed to our board of directors effective April 2014. Ms. Rees is a Managing Director of Soda Rock Partners, an investment and consulting firm, where she serves as an investor, board member and senior advisor to several private high-growth companies. In 1996, Ms. Rees founded VSP Capital, a San Francisco-based venture capital firm, where she served as Managing Partner until 2011. Previously, Ms. Rees worked at Vrolyk & Company, a boutique merchant bank, from 1995 to 1996 and Banc of America Securities, an investment banking subsidiary of Bank of America, from 1993 to 1995, focused on private placements and mergers & acquisitions for retail, restaurant and branded consumer companies. Ms. Rees spent her early career in advertising and brand management. She oversaw multiple brands at Groupe Danone, a world leader in the food industry, from 1984 to 1989 and also was head of new product development in the U.S. She started her career at Benton & Bowels (now DMB&B), an advertising agency, in 1983, working on multiple consumer brands. Ms. Rees was the co-creator of the Build Brand Value CEO forum which she led from 1997 to 2003. She has also served on the Board of the National Venture Capital Association, the Coppola Companies, and as Chairman of the USA for Madrid-based FON. Ms. Rees currently serves on the board of the Fair Isaac Corporation, a public software company whose products measure consumer credit risk. She is a senior mentor and a seminar moderator at the Aspen Institute and has been an Adjunct Professor at Santa Clara University since 2007, where she teaches Leadership in the Leavey School of Business. Ms. Rees earned her M.B.A. from Columbia University and a B.S. from Duke University. Ms. Rees has been recognized by several well-known institutions. In 2000, Ms. Rees was selected as a Global Leader for Tomorrow by The World Economic Forum and in 2002, the Aspen Institute selected Ms. Rees for its 2002 Class of Henry Crown Fellows. Ms. Rees’s leadership and experience in investing in, advising and building leading growth companies are valuable to the Company as it seeks to continue to grow its business and broaden its portfolio with innovative new product categories. In addition, Ms. Rees has deep connections across a wide range of industries, including the technology and education industries, and access to thought leaders worldwide through her work with Soda Rock Partners and the Aspen Institute. Ms. Rees is an independent director under Section 303A.02 of the NYSE listing standards.
|Randy O. Rissman |
Randy O. Rissman has served as a member of our board of directors since August 2011. Mr. Rissman is currently managing director of Leo Capital Holdings, LLC, a venture capital firm he founded in 2000, which makes early stage investments in technology and media-based companies focused on consumer Internet and mobile applications. From 2005 to 2010, he was a director of 4Kids Entertainment, Inc., a publicly-held licensing and television production company. In 2010, he served as director of GrubHub, Inc., a food delivery, menu and online ordering company. From 1978 to 1998, Mr. Rissman served as Chief Executive Officer of Tiger Electronics, Inc., an early pioneer of children’s electronic gaming he co-founded, which was sold to Hasbro, Inc. in 1998. From 1998 until 2000, Mr. Rissman served as Chief Executive Officer of Tiger Electronics, Ltd., a Hasbro company. Mr. Rissman currently serves on the board of several private companies in which Leo Capital Holdings has made an investment. Mr. Rissman holds a bachelor’s degree from the University of Michigan and an M.B.A. from the Harvard Business School. Mr. Rissman has served as the Chair of our compensation committee since June 2012. Mr. Rissman brings deep experience in manufacturing and marketing branded children’s products, including 20 years’ experience as chief executive officer of Tiger Electronics, Inc. His long service within the toy industry gives him extensive knowledge of and experience with business operations and strategy, including strategic planning, compensation plans, and sales and marketing. Mr. Rissman is an independent director under Section 303A.02 of the NYSE listing standards and he meets the heightened NYSE independence requirements for members of the compensation committee. In addition, Mr. Rissman 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.
|Caden Wang |
Caden C. Wang has served as a member of our board of directors since April 2005. From June 1999 until his retirement in December 2001, Mr. Wang served as Executive Vice President and Chief Financial Officer of LVMH Moët Hennessy Louis Vuitton S.A. 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 Group Limited, a leading luxury retailer catering to the traveling public, Gump’s Corp., a luxury home furnishings and home décor retailer, and Cost Plus, Inc., a chain of specialty import/retail stores. From October 2003 until July 2014, Mr. Wang served on the board of directors of bebe stores, inc., a publicly-held company that designs, develops and produces women’s apparel and accessories. He earned a B.A. and an M.B.A. from the University of California, Los Angeles. Mr. Wang has served as a member of our audit committee since 2005 and a member of our nominating and corporate governance committee since 2006 (and as the Chair since 2009). He also served as a member of our compensation committee from 2009 until 2011, and previously as a member and the Chair of our compensation committee from 2005 to 2006. Mr. Wang has extensive accounting, financial reporting and finance experience, having served as the chief financial officer of various private companies during his career and as the chair of the audit committee of a public company. Mr. Wang’s experience as an executive officer of various consumer products and retail companies and as a director of multiple public companies gives him broad-based experience in corporate governance, compensation and financial matters currently faced by public consumer products companies. In addition, Mr. Wang brings extensive knowledge of and experience with business operations and strategy from his service with these companies, including international operations. He is a financial expert, as defined in applicable SEC rules, based on his formal education and substantial experience in the field. Mr. Wang is an independent director under Section 303A.02 of the NYSE listing standards and he qualifies as a ‘‘non-employee director’’ within the meaning of Section 16 of the Exchange Act, which permits him to serve on the audit committee.
Stephen M. Youngwood was appointed to our board of directors in July 2014. Mr. Youngwood has served as Chief Operating Officer of Sesame Workshop, a non-profit organization that produces educational children’s media and outreach programs around the world, since April 2015. From 1997 to 2014, he served with Viacom, most recently as Executive Vice President and General Manager of Nickelodeon’s Digital Media and Entertainment Products, where he led all Nickelodeon Digital efforts, including websites, mobile, connected TVs, TV Everywhere and other emerging platforms. Mr. Youngwood also led Nickelodeon’s video, gaming, and book publishing businesses across all digital and traditional retail channels and oversaw the acquisition and integration of various digital companies. Earlier at Viacom, he held senior management positions working with Paramount, Comedy Central and Nickelodeon brands and focused on consumer products, television and magazines. Prior to Viacom, Mr. Youngwood worked for McKinsey & Company in the U.S. and Germany and also at Disney Educational Publishing. He also has served from 2012 to 2014 on the board of directors of the private Educational Products Company, Learning Resources, and was a Media Industry Fellow at L2Inc from 2014 to 2015. Mr. Youngwood earned his Masters of Business Administration degree from the Stanford Graduate School of Business and graduated cum laude with a Bachelor of Arts degree in History from Yale College. Mr. Youngwood is a proven and well respected leader in the children’s television and digital media industry. We believe his experience in building leading children’s entertainment media will benefit LeapFrog as we invest in growing our content portfolio and diversifying our business with new media delivery platforms. Mr. Youngwood was recommended to our board of directors by Mr. Barbour. Mr. Youngwood is an independent director under Section 303A.02 of the NYSE listing standards.