This excerpt taken from the S DEF 14A filed Mar 17, 2006.
In setting the compensation level for our CEO, Gary D. Forsee, the committee, with the guidance of the independent compensation consultants, considers comparative information from other companies, third party salary surveys and proxy statements. The committee also considers Mr. Forsees performance evaluation by the board of directors and the companys performance.
Prior to the merger and as has been previously disclosed in public filings, including the merger proxy, on March 15, 2005 the committee approved an amendment to Mr. Forsees employment agreement of March 19, 2003, which was negotiated as part of and conditioned on the completion of the Sprint-Nextel merger. The
amendment provides for: (1) an annual base salary of $1,400,000, subject to annual review for possible increase (but not decrease), (2) an annual short-term incentive target opportunity of not less than 170% of base salary, for an initial target opportunity of $2,380,000, with a maximum payout of 200% of the short-term incentive opportunity (the actual payout can range from 0 to 200% of the target opportunity), and (3) an annual long-term performance-based incentive opportunity having a $10 million minimum target value for the first year following completion of the merger and a $10 million guideline target value for the second year. The agreement also provided that if the merger was completed in 2005, the short-term incentive target opportunity for 2005 would be the sum of $2,040,000 prorated for the portion of the year before the completion of the merger and $2,380,000 prorated for the portion of the year after the completion of the merger. Mr. Forsees prorated opportunity for 2005 is $2,181,667 based upon the August 12, 2005 closing date of the merger with Nextel.
In February 2006, the committee adjusted Mr. Forsees base salary by $50,000 to $1,450,000 following the elimination of his car allowance, miscellaneous services and club dues allowance. In addition, the committee approved Mr. Forsees participation under the post-merger, short-term incentive program for 2005 with a $130,900 payout, and his participation in the Integration Overachievement Plan with a $2,500,000 opportunity.
The committee believes that Mr. Forsees total compensation is reasonable and appropriate based upon the complexity of the merged companies and Mr. Forsees performance.
This excerpt taken from the S 10-K filed Apr 29, 2005.
In setting the compensation level for the CEO, Gary D. Forsee, the committee with the guidance of an independent compensation consultant, considers comparative information from other companies, third party salary surveys and proxy statements. In February 2004, the committee determined to maintain Mr. Forsees base salary at the level established in 2003 of $1,100,000 and increased Mr. Forsees STIC target opportunity $215,000, from $1,650,000 to $1,865,000, to continue to tie Mr. Forsees performance compensation to the performance of Sprint. Due to the strong performance of Sprint in 2004 under Mr. Forsees leadership, his actual STIC payout for 2004 was $2,090,991, which represented 112.12% of his STIC target opportunity.
In 2004, taking into account Mr. Forsees strong individual performance and, after considering the Sprint FON common stock and Sprint PCS common stock recombination, the committee awarded Mr. Forsee the following: (1) 779,400 stock options that become exercisable 25% per year from the date of grant and (2) 396,000 RSUs that vest 25% two years from the grant date with the remaining 75% vesting on the third anniversary of the grant date.
This excerpt taken from the S 8-K filed Mar 15, 2005.
On March 15, 2005, the Compensation Committee (the Committee) of the Board of Directors of Sprint Corporation (Sprint) approved a second amendment to the employment agreement of Gary D. Forsee, Chairman and Chief Executive Officer of Sprint. This amendment will be effective upon the closing of the proposed merger of Sprint and Nextel Communications, Inc.
The amendment will increase Mr. Forsees annual base salary to $1.4 million from $1.2 million, as previously approved by the Committee. The amendment states his minimum target annual bonus opportunity under the Management Incentive Plan is no less than 170% of his base salary and his maximum bonus opportunity as 200% of his target bonus opportunity. Actual payout can range from 0-200% of the target opportunity. Mr. Forsees 2005 target annual bonus opportunity had been previously set at $2,040,000 (170% of base salary), with a maximum opportunity of 200% of the target. The Committee also determined that, if the merger closes in 2005, the target annual bonus opportunity for 2005 shall be the sum of $2,040,000 prorated for the portion of the year prior to the closing of the proposed merger and $2,380,000 (170% of $1.4 million) prorated for the portion of the year after such closing. 2005 performance under the Plan will be calculated (as described below with respect to performance based restricted stock units) with reference to the performance period prior to the closing of the proposed merger if the merger closes prior to the end of 2005. The amendment also provides for Mr. Forsees participation in a long term incentive plan with a minimum target value performance-based opportunity in the first year following the merger of $10 million and a $10 million guideline target value performance-based opportunity for the second year. The other terms and conditions of these awards will be governed by the Sprint 1997 Long-Term Stock Incentive Program.
The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to the form of amendment, which is filed as Exhibit 10.1 and incorporated herein by reference.