Sprint - Nextel 2013 Annual Report Download - page 95

Table of Contents
If the named executive officer breached any of these obligations, he would have no rights in, and we would have no obligation to provide, any
severance benefits yet to be paid or provided under his employment agreement and any outstanding equity
- based award granted under his employment
agreement would have terminated immediately.
Compensation of Directors
The compensation of our outside directors is partially equity
- based and is designed to comply with our Corporate Governance Guidelines, which
provide that the guiding principles behind our non
- employee director compensation practices are: (1) alignment with stockholder interests; (2) preservation of
independence; and (3) preservation of the fiduciary duties owed to all stockholders. In furtherance of these principles, our board believes directors should have
a meaningful financial stake in the company, and therefore may establish a desired ownership level for non
- employee directors of equity or equity interests of
Sprint. To the extent any director has not met this minimum ownership level, each such director is expected to retain at least half of his or her shares or share
equivalents (for example, options or restricted stock units) awarded by Sprint, subject to our board's consideration of individual circumstances. Our independent
directors are also reimbursed for direct expenses relating to their activities as members of our board.
Components of Compensation
The following table summarizes director compensation for members of our board, with the exception of Messrs. Fisher and Son:
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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 stockholders' interests and to be consistent with the manner in which the cash retainers are paid upon an outside director joining our board.
In connection with his appointment in January 2014, Mr. Claure was granted a sign-on RSU award of $110,000.
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soliciting or assisting any party to undertake any action that would be reasonably likely to, or is intended to, result in a change in control or
seek to control our board.
Compensation Element
Predecessor Period
Compensation
($)
Successor Period
Compensation
($)
2014 Compensation
($)
Annual Retainer
80,000
80,000
85,000
Chairman Retainer
150,000
N/A
N/A
Audit Chair Retainer
20,000
20,000
25,000
Compensation Chair Retainer
15,000
15,000
20,000
Security Director Retainer
N/A
155,000
160,000
Finance Chair Retainer
10,000
N/A
N/A
Nominating & Corporate Governance Chair Retainer or other
standing committees
10,000
N/A
15,000
Special Chair Retainer
(1)
10,000
10,000
15,000
Meeting Fees (per meeting):
In Person
2,000
2,000
2,000
Telephonic
1,000
1,000
1,000
Restricted Stock Units(2)
Annual grant value of 110,000
Annual grant value of 110,000
Annual grant value of 150,000
(1)
Includes any non- standing committee of directors established from time to time., but excludes the Vacancy Resolution Committee.
(2)
Generally, RSUs, underlying which are shares of our common stock, are granted each year on the date of the annual meeting of stockholders. Each grant vests in full upon
the subsequent annual meeting. Any new outside board member joining our board also receives a grant of RSUs upon his or her appointment that vests in full upon the
subsequent annual meeting.