Sprint - Nextel 2013 Annual Report Download - page 68

Table of Contents
Director Nominations
The Merger Agreement contemplated that the initial Board of Directors of Sprint Corporation be comprised of ten directors, as described in Item 13.
Certain Relationships and Related Person Transactions
- Related Party Transactions in 2013 - Transactions with SoftBank Parties - Approved by Sprint Nextel
Corporation. Upon the closing of SoftBank Merger, our board consisted of seven members, Messrs. Son, Fisher, Bennett, Bethune, Hesse, Ianna, and Adm.
Mullen. Our board established a Vacancy Resolution Committee to fill the remaining three vacancies. The Vacancy Resolution Committee appointed Ms. Tucker
and Mr. Claure to our board.
Our board intends to have the Vacancy Resolution Committee, which is currently comprised of Messrs. Son and Fisher and Ms. Tucker, appoint the
one remaining member of our board. On February 19, 2014, our board appointed Ms. Tucker and Messrs. Bethune and Ianna to the Nominating and Corporate
Governance Committee, or Nominating Committee, as contemplated by the Company
’ s Corporate Governance Guidelines and Nominating Committee Charter.
The Nominating Committee is responsible for, among other things, assisting our board by identifying qualified individuals to become directors. In
evaluating prospective candidates or current board members for nomination, the Nominating Committee considers all factors it deems relevant, including, but
not limited to, the candidate's:
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Directors
Name, Independence, and
Committee Appointments
Experience
Director since
Age
Masayoshi Son
Chairman
SoftBank Affiliate Director
Member of the Finance Committee
Mr. Son founded SoftBank in September 1981, and has been its President and Chairman ever
since and its Chief Executive Officer since February 1986. Mr. Son serves in various capacities
with SoftBank
’ s portfolio of companies, including service with BB Technologies Corporation
(currently SoftBank BB Corp.) as president since 2001 and as Chairman and CEO since 2004,
service with Japan Telecom Co., Ltd. (currently SoftBank Telecom Corp.) as Chairman since 2004
and CEO since 2006, and with Vodafone K.K. (currently SoftBank Mobile Corp.) as CEO and
Chairman since 2006. In addition, Mr. Son has served as Chairman of Yahoo Japan Corporation
since 1996, which was established as a joint venture between SoftBank and Yahoo! Inc. Mr. Son
also has served as Chairman of the Broadband Association in Japan and of The Great East Japan
Earthquake Recovery Initiative Foundation. Mr. Son received a B.A. in Economics from the
University of California Berkeley.
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Sara Martinez Tucker
Independent
Chairwoman of the Nominating and
Corporate Governance Committee
Member of the Audit Committee
Ms. Tucker has been Chief Executive Officer and President at National Math and Science
Initiative, Inc., since March, 2013. Ms. Tucker served as the Under Secretary of the U.S.
Department of Education from 2006 to December 2008. Her responsibilities included overseeing
policies, programs and activities related to postsecondary education, vocational and adult
education, and federal student aid. Ms. Tucker served as the Chief Executive Officer and
President of the Hispanic Scholarship Fund from 1997 to October 1, 2006. Previously, she worked
for 16 years at AT&T and served as Regional Vice President of its Global Business
Communications Systems. She has been a Director of American Electric Power Co., Inc. since
January 27, 2009. She has been a Director of Xerox Corp. since September 1, 2011. She serves as
a Director of Teach For America, Inc. She has been a Trustee of University of Notre Dame since
June 2009.
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character, including reputation for personal integrity and adherence to high ethical standards;
•
judgment;
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knowledge and experience in leading a successful company, business unit or other institution;
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independence from our company;
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ability to contribute diverse views and perspectives;
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business acumen; and