Sprint - Nextel 2013 Annual Report Download - page 82

Table of Contents
of our common stock with a value equal to five times his base salary, and encourage the other named executive officers to hold shares of our common stock with
a value equal to three times their respective base salaries. Eligible shares and share equivalents counted toward ownership consist of:
Persons subject to the stock ownership guidelines have five years beginning on the date on which the person becomes subject to the ownership
guidelines to achieve the ownership requirement. Failure to meet the ownership requirement as of such date results in the requirement to retain 50% of shares
received on vesting of restricted stock units and option exercises until the requirement is met. As of December 31, 2013, all of our named executive officers who
have been with the Company for at least five years had met the stock ownership guidelines.
Stockholder Say
- on - Pay Vote
We provide our stockholders with the opportunity to cast an annual advisory vote on named executive officer compensation (a “say
- on - pay
proposal”
). At our last annual meeting of stockholders, 81% of the votes cast on the say - on - pay proposal at that meeting were voted in favor of the proposal.
The Compensation Committee considered the voting results at discussions among its members during its meetings, and the Compensation Committee believes
this vote affirms stockholders' support of the Company's approach to executive compensation. As a result of this consideration, we did not change our
approach to named executive officer compensation in 2013. The Compensation Committee will continue to consider the outcome of the Company's say
- on - pay
votes when making future compensation decisions for the named executive officers.
Compensation Committee Report
The Compensation Committee has reviewed and discussed Sprint's Compensation Discussion and Analysis with management. Based on these
reviews and discussions, the Compensation Committee recommended to the board that Sprint's Compensation Discussion and Analysis be included in this
Annual Report on Form 10
- K for the year ended December 31, 2013.
The Compensation Committee
Gordon M. Bethune, Chair
Ronald D. Fisher
Adm. Michael G. Mullen
Relationship of Compensation Practices to Risk Management
We have assessed whether there are any risks arising from our compensation policies and practices for our employees and factors that may affect
the likelihood of excessive risk taking. Based on that review, we have concluded that our compensation policies and practices do not create risks that are
reasonably likely to have a material adverse effect on the Company.
In coming to this conclusion, in late 2013 and early 2014, our human resources department reviewed the Company's incentive plans, surveying sales
-
and nonsales
- related compensation programs, as well as executive and non - executive compensation programs. Pay philosophies, performance objectives and
overall incentive plan designs were reviewed. Human resources discussed plan elements with representatives from the business functions responsible for
incentive plan design and administration. Design features were assessed to determine whether there is a likelihood that incentive plans could encourage
excessive risk
- taking resulting in a material adverse effect on the Company and to ensure that appropriate governance is in place to mitigate risk under
unforeseen circumstances. The results of this assessment were reviewed by the Compensation Committee on February 18, 2014. In addition, the Compensation
Committee's independent consultant, Cook, considered risk in all aspects of the plans in which our executives participate and advised the Compensation
Committee accordingly. Cook confirmed that there are no aspects of the programs described in the preceding Compensation Discussion and Analysis that
create an incentive to take risks that are reasonably likely to have a material adverse effect on the Company.
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common or preferred stock, including those purchased through our Employee Stock Purchase Plan;
•
restricted stock or RSUs;
•
intrinsic value (the excess of the current stock price over the option's exercise price) of vested, in - the - money stock options; and
•
share units held in our 401(k) plan and various deferred compensation plans.