Sprint - Nextel 2012 Annual Report Download - page 103

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member joining our board receives a grant of prorated RSUs upon his or her appointment that vests in full upon the subsequent annual meeting.
The dollar value of the outside directors' targeted annual grant is prorated for the time period between the date of the director's initial appointment
to our board and the date of the subsequent annual meeting. The prorated RSU grant is intended to offer a competitive compensation package to our outside
directors, to immediately align the interests of outside directors with our shareholders' interests and to be consistent with the manner in which the cash
retainers are paid upon an outside director joining our board.
Director Compensation Table
The following table provides compensation information for our outside directors who served during 2012. Compensation information for
Mr. Hesse, our President and Chief Executive Officer, can be found at the beginning of this Item 11—Executive Compensation.
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For a discussion of the assumptions used in determining the compensation cost associated with stock awards, see note 2 of the Notes to the Consolidated
Financial Statements. We did not issue stock options to outside directors as part of our 2012 outside director compensation program.
As of December 31, 2012, each of the outside directors held 44,534 stock awards in the form of RSUs. Although we issued no cash dividends in 2012, it
is our policy that any cash dividend equivalents on the RSUs granted to the outside directors are reinvested into RSUs, which vest when the underlying RSUs vest.
As of December 31, 2012, V. Janet Hill was the only outside director that held outstanding stock option awards. Ms. Hill held options, all of which are
vested, with respect to 49,841 shares. Stock options granted to Ms. Hill were granted under the Nextel incentive equity plan prior to the Sprint-
Nextel merger. Since
the merger, we have not issued stock options to our outside directors as part of our outside director compensation program.
Compensation Committee Interlocks and Insider Participation
There were no compensation committee interlocks or insider participations during 2012.
97
2012 Director Compensation
Fees earned or
Paid in Cash ($)
(1)
Stock Awards ($)
(2)
All Other
Compensation ($)
(3)
Total ($)
Robert R. Bennett
148,000
110,000
—
258,000
Gordon M. Bethune
127,000
110,000
—
237,000
Larry C. Glasscock
162,000
110,000
1,500
273,500
James H. Hance, Jr.
287,000
110,000
2,500
399,500
V. Janet Hill
130,000
110,000
—
240,000
Frank Ianna
123,000
110,000
—
233,000
Sven -Christer Nilsson
107,000
110,000
—
217,000
William R. Nuti
110,000
110,000
—
220,000
Rodney O'Neal
120,000
110,000
—
230,000
(1)
Consists of annual retainer fees, chairman and committee chair fees, and board and committee meeting fees.
(2)
Represents the grant date fair value of 44,534 RSUs granted to our outside directors on May 15, 2012 based on the Company's closing stock price of $2.47 on that
date. The grant date fair value is calculated in accordance with FASB ASC Topic 718.
(3)
Consists of charitable matching contributions made on the director's behalf in 2012 under our Sprint Foundation matching gift program.