Sprint - Nextel 2013 Annual Report Download - page 76

Table of Contents
Pursuant to the terms of the SoftBank Merger Agreement, we delayed the grant of awards under the 2013 LTIC plan until after closing of the
SoftBank Merger. As a result, awards under the 2013 LTIC plan were not granted on our typical schedule in February. Recognizing that participants would have
received additional RSUs through the SoftBank Merger's equity exchange process in the absence of this delay of the traditional February grant and that
participants would have benefited from the value creation since February with respect to those awards, the Compensation Committee increased participants'
overall 2013 LTIC plan target opportunities by 15%. The Compensation Committee decided such increase also was appropriate in order to reward participants for
their performance in the first half of 2013. The adjusted target opportunities under the 2013 LTIC plan for our executives are reflected in "—Compensation
Overview—Components of Our Executive Compensation Program."
Corporate Governance Highlights
We endeavor to maintain good governance standards, including with respect to our executive compensation practices. Several highlights are listed
below:
Setting Executive Compensation
Role of Compensation Consultant and Executive Officers
The Compensation Committee has retained Cook as its independent compensation consultant. Cook provides no services to us other than advisory
services for executive and director compensation and has no other relationships with the Company. Cook works with management only at the request and under
the direction of the Compensation Committee and only on matters for which the Compensation Committee has oversight responsibility. The Compensation
Committee has assessed the independence of Cook and other advisors to the Compensation Committee, as required under NYSE listing rules. The
Compensation Committee has also considered and assessed all relevant factors, including those required by the SEC, that could give rise to a potential conflict
of interest with respect to Cook and its other advisors during 2013. Based on this review, the Compensation Committee did not identify any conflict of interest
raised by the work performed by any advisors to the Compensation Committee.
Representatives of Cook attend Compensation Committee meetings at the Compensation Committee's request and provide guidance to the
Compensation Committee on a variety of compensation issues. The primary point of contact at Cook frequently communicates with the chair of the
Compensation Committee and interacts with all Compensation Committee members without management present.
Cook has reviewed the compensation components and levels for our named executive officers and advised the Compensation Committee on the
appropriateness of our compensation programs, including our incentive and equity
- based compensation plans, retention incentives and proposed employment
agreements, as these matters arose during the year. The Compensation Committee has directed that Cook provide this advice taking into account our overall
executive compensation philosophy as described above. Cook prepares benchmarking data discussed below, reviews the results with the Compensation
Committee, and provides recommendations and an opinion on the reasonableness of new compensation plans, programs and arrangements.
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•
Our named executive officers are subject to a clawback provision in our incentive compensation programs, under which we may recover payouts
thereunder to the extent based on financial results or operating metrics impacted by the named executive officer
’ s knowing or intentional
fraudulent or illegal conduct.
•
We have stock ownership guidelines. See "—Other Components of Executive Compensation—Stock Ownership Guidelines."
•
Our named executive officers receive few perquisites, entitlements or elements of non - performance - based compensation, except for market -
competitive salaries and modest benefits that are comparable to those provided to all employees.
•
Our severance benefits are positioned conservatively relative to market practices, with no benefit in excess of two times base salary plus annual
incentive, change
- in - control benefits payable only upon a "double - trigger" qualified termination, and no golden parachute excise tax gross - ups.
•
The Compensation Committee retains Frederic W. Cook & Co., Inc. (Cook) as an independent advisor that performs no other work for the
Company.