Sprint - Nextel 2013 Annual Report Download - page 97

Table of Contents
share equivalents (for example, options or restricted stock units) awarded by Sprint, subject to our board's consideration of individual circumstances.
Our director stock ownership guidelines currently require directors, other than SoftBank Affiliate Directors (Messrs. Son, Fisher and Claure) to hold
equity or equity rights equal to at least five times the annual board retainer amount (in other words $425,000 while the current $85,000 retainer is in place). 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
awarded by us. Our board retains flexibility to grant exceptions to the guidelines based on its consideration of individual circumstances. Our board increased
required ownership effective January 1, 2014, for 2013, the minimum ownership level was three times the annual board retainer. As of December 31, 2013, each of
directors with the exception of Adm. Mullen and Ms. Tucker met the stock ownership requirements.
2013 Director Compensation Table
The following table provides compensation information for our outside directors who served during the Predecessor and Successor Periods of 2013.
Compensation information for Mr. Hesse, our President and Chief Executive Officer, can be found at the beginning of this Item 11—Executive Compensation.
_____________________________________
Represents the grant date fair value of 16,750 RSUs granted to each of Sprint Nextel's outside directors on May 30, 2013 which were revalued based on the Company's
closing stock price of $6.28 on July 11, 2013 after the SoftBank Merger. The grant date fair value is calculated in accordance with FASB ASC Topic 718.
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 2013 outside director compensation program.
Mr. Fisher's 71,736 RSUs and Adm. Mullen's 15,782 RSUs were granted on August 6, 2013 based on our closing stock price on that date of $6.97. Ms. Tucker's 17,214
RSUs were granted on September 17, 2013 based on our closing stock price on that date of $6.39.
Compensation Committee Interlocks and Insider Participation
There were no compensation committee interlocks or insider participations during 2013.
95
2013 Director Compensation
Fees Earned or Paid
in Cash
($)(1)
Stock Awards
($)
All Other
Compensation ($)(3)
Total ($)
Robert R. Bennett
146,750
110,000
(2)
—
256,750
Gordon M. Bethune
133,958
110,000
(2)
—
243,958
Larry C. Glasscock
104,083
110,000
(2)
2,500
216,583
James H. Hance, Jr.
170,583
110,000
(2)
7,500
288,083
V. Janet Hill
89,750
110,000
(2)
—
199,750
Frank Ianna
121,333
110,000
(2)
—
231,333
Sven -Christer Nilsson
59,333
110,000
(2)
—
169,333
William R. Nuti
65,333
110,000
(2)
—
175,333
Rodney O'Neal
81,333
110,000
(2)
—
191,333
Ronald D. Fisher
250,000
500,000
(4)
—
750,000
Michael G. Mullen
87,500
110,000
(4)
—
197,500
Masayoshi Son
N/A
N/A
N/A
—
Sara Tucker
35,666
110,000
(4)
—
145,666
(1)
Consists of annual retainer fees, chairman and committee chair fees, and board and committee meeting fees.
(2)
During 2013, Ms.Hill was the only Sprint Nextel outside director that held outstanding stock option awards. Ms. Hill held options, all of which are vested, with respect to
27,852 shares. Stock options granted to Ms. Hill were granted under the Nextel incentive equity plan prior to the Sprint-Nextel merger.
(3)
Consists of charitable matching contributions made on the director's behalf in 2013 under our Sprint Foundation matching gift program.
(4)
As of December 31, 2013, our outside directors, except Mr. Son, held stock awards in the form of RSUs. Although we issued no cash dividends in 2013, 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.