Table of Contents

Proposal 1 – Election of Directors

Proposal 1 – Election of Directors

Our bylaws currently fix the number of directors at ten. Our board is currently composed of nine directors. Frank Ianna is not standing for re-election but will serve on our board until the annual meeting. However, Julius Genachowski has been recommended for nomination and will be standing for election at the annual meeting. Each of our nine nominated directors is standing for election to serve until the 2016 annual meeting and until a successor has been duly elected and qualified. You may not vote for more than nine nominees, either in person or by proxy.

Unless you direct otherwise, the persons named in the accompanying proxy will vote your shares for the election of the nominees named below. Each nominee has consented to be named and to continue to serve if elected. If any of the nominees becomes unavailable for election for any reason, the proxies will be voted for the other nominees and for any substitutes.

All of our directors bring to our board significant executive leadership experience derived from their service as executives and—in some cases—chief executive officers of large corporations. They also bring extensive board experience and a diversity of views and perspectives derived from their individual experiences working globally in a broad range of industries and occupations. Certain individual experiences, qualifications, and skills of our directors that contribute to our board’s effectiveness as a whole are described under “—Nominees for Director” below. No family relationships exist among any of our directors or executive officers.

The Nominating and Corporate Governance Committee, or Nominating Committee sought to recruit an additional board member who aligns with our long-term growth strategy. After consideration of a number of candidates submitted through our nomination process, including a comprehensive review of the candidates’ abilities and qualifications, the Nominating Committee recommended that Mr. Genachowski be elected to the board. The strong qualifications that would make Mr. Genachowski a highly valuable asset to our board are further described below under his biography and “—Summary of Director Qualifications and Expertise.”

Director Nomination Process

On July 10, 2013, SoftBank Corp. and certain of its wholly-owned subsidiaries (together, “SoftBank”) completed a merger (the “SoftBank Merger”) with Sprint Nextel Corporation, a Kansas corporation (“Sprint Nextel”) as contemplated by the Agreement and Plan of Merger, dated as of October 15, 2012 (as amended, the “Merger Agreement”). The SoftBank Merger consideration totaled approximately $22.2 billion, consisting of cash and stock. As a result of the SoftBank Merger and subsequent open market securities purchases, SoftBank owned approximately 80% of Sprint Corporation (“Sprint” or the “Company” or “we,” “our,” or “us”) as of March 31, 2015.

So long as SoftBank remains our controlling stockholder, our governing documents confer upon SoftBank certain rights. Our bylaws have provided that until July 10, 2015, our board should be composed as follows:

We consider all directors nominated by SoftBank, except the continuity directors and our CEO, to be “SoftBank Designees.” SoftBank Designees who are not independent are known as “SoftBank Affiliate Directors.” The board has determined that the following nominees are independent: Bennett, Bethune, Genachowski, Mullen, and Tucker.

Proposal 1 – Election of Directors

In accordance with our bylaws, our board currently consists of our President and Chief Executive Officer (CEO) (Marcelo Claure), two independent directors designated by SoftBank (Adm. Michael Mullen and Sara Martinez Tucker), three continuity directors (Robert Bennett, Gordon Bethune, and Frank Ianna), and three additional directors designated by SoftBank (Masayoshi Son, Ronald Fisher, and Nikesh Arora). If elected by our stockholders, effective as of the annual meeting, Mr. Genachowski will join the board as an independent director designated by SoftBank.

Our bylaws provide that, from July 11, 2015 until July 10, 2016, there is no requirement to retain the continuity directors. However, SoftBank will be required to nominate six independent directors, our Chief Executive Officer, and three additional directors of its choosing who need not be independent to our board. These provisions remain in effect unless the combined voting interest of SoftBank and its controlled affiliates in our Company falls below 50% and remains below 50% for 90 consecutive days.

The Nominating Committee takes an active role in evaluating prospective candidates or current board members for nomination, including those candidates nominated by SoftBank. The Nominating Committee considers all factors it deems relevant, including, but not limited to, the candidate’s:

—all in the context of an assessment of the needs of our board at that point in time.

Consistent with its charter and our Corporate Governance Guidelines, our Nominating Committee places a great deal of importance on identifying candidates who have a variety of views and perspectives arising out of their individual experiences, professional expertise, educational background, and skills. In considering candidates for our board, the Nominating Committee considers the totality of each candidate’s credentials in the context of this standard.

The Nominating Committee considers candidates recommended by our stockholders, using the same key factors described above for purposes of its evaluation. A stockholder who wishes to recommend a prospective nominee for our board should notify the Corporate Secretary in writing with supporting material that the stockholder considers appropriate. The Nominating Committee considers whether to nominate any person nominated by a stockholder pursuant to the provisions of our bylaws relating to stockholder nominations for election at an annual stockholder meeting. To nominate a director, the stockholder must deliver the information as required by our bylaws.

Proposal 1 – Election of Directors

Nominees for Director

				NIKESH ARORA, 47, Sprint director since 2014; Vice Chairman, President, and Chief Operating Officer of SoftBank Corp.
				Committee:       Finance

Public Company Board Directorships: SoftBank Corp. (Tokyo Stock Exchange)

Former Directorships Held During the Past Five Years: Colgate-Palmolive Company

Biography: Mr. Arora was named President and Chief Operating Officer of SoftBank Corp. effective as of June 19, 2015 and was Chief Executive Officer of SB Group US, Inc. (f/k/a SB Internet and Media, Inc.) and Vice Chairman of SoftBank Corp. from September 2014. Mr. Arora joined Google, Inc. in 2004 and held several positions within the company, including serving as its Chief Business Officer and Senior Vice President until August 2014. He also previously served as the Chief Marketing Officer and a member of the management board of T-Mobile International AG & Co. KG (a/k/a T-Mobile Europe).

Qualifications: Mr. Arora’s broad experience and executive leadership in leading edge technology companies allows him to contribute valuable insight and perspective for our board to further Sprint’s growth and overall competitiveness.

				ROBERT BENNETT, 57, Sprint director since 2006; Managing Director of Hilltop Investments, LLC, a private investment company
				Committees:    Audit (Chair) and Finance

Public Company Board Directorships: Hewlett-Packard Company, Discovery Communications, Inc. and Liberty Media Corporation.

Former Directorships Held During the Past Five Years: Demand Media, Inc.

Biography: Mr. Bennett is the former President and Chief Executive Officer of Liberty Media Corporation. He served in those positions from April 1997 until August 2005. He was one of the founding executives of Liberty and served as its Principal Financial Officer from its inception in 1991 until 1997. He currently is Managing Director of Hilltop Investments, LLC, a family investment company. Mr. Bennett also served as President of Discovery Holding Company from March 2005 until September 2008 when it merged with Discovery Communications, Inc., creating a new public company. Prior to his tenure at Liberty, he worked with Tele-Communications, Inc. in a variety of financial positions and with the Bank of New York.

Qualifications: Mr. Bennett has extensive knowledge of the capital markets and other financial and operational issues from his experiences as a principal financial officer and president and chief executive officer of Liberty Media, which allows him to provide an invaluable perspective on financial and operational matters to our board.

Proposal 1 – Election of Directors

				GORDON BETHUNE, 73, Sprint director since 2004; retired Chairman and Chief Executive Officer of Continental Airlines, Inc., an international commercial airline company
				Committees:    Compensation (Chair) and Nominating

Public Company Board Directorships: Honeywell International, Inc. and Prudential Financial, Inc.

Former Directorships Held During the Past Five Years: Willis Group Holdings, Ltd.

Biography: Mr. Bethune served as Chief Executive Officer of Continental Airlines from 1994 and as Chairman and Chief Executive Officer from 1996 until December 30, 2004.

Qualifications: Mr. Bethune has extensive experience serving as a chief executive officer and director of large international corporations, providing our board with the perspective of someone familiar with all facets of an international enterprise. He has extensive experience with developing and implementing strategies and policies for the acquisition and development of employee talent.

				MARCELO CLAURE, 44, Sprint director since 2014; President and Chief Executive Officer of Sprint

Biography: Mr. Claure was named President and CEO, effective August 11, 2014, and has served on the Sprint board of directors since January 2014. Prior to this, he was CEO of Brightstar, a company he founded in 1997 and grew from a small Miami-based distributor into a global business with more than $10 billion in gross revenue for the year ended 2013. Marcelo serves on the board of directors of CTIA-The Wireless Association and is a member of its 2015 Executive Committee. He also is a member of the board of directors of My Brother’s Keeper Alliance.

Qualifications: As our President and Chief Executive Officer, Mr. Claure provides our board with unparalleled insight into our Company’s operations. His experience in the telecommunications industry while making Brightstar one of the largest global distribution, services, and innovation companies in the industry provides a valuable perspective to our board.

Proposal 1 – Election of Directors

				RONALD FISHER, 67, Vice Chairman of the Board and Sprint director since 2013; Director and President of SoftBank Holdings Inc.
				Committees:    Finance (Chair) and Compensation

Public Company Board Directorships: SoftBank Corp. (Tokyo Stock Exchange)

Former Directorships Held During the Past Five Years: E*Trade Financial Corp. and GSI Commerce

Biography: Mr. Fisher has over 30 years of experience of working with high growth and turnaround technology companies. Mr. Fisher joined SoftBank in 1995, overseeing its U.S. operations and other activities outside of Asia, and was the founder of SoftBank Capital. He is currently Director and President of SoftBank Holdings, Inc. and serves as a member of the board of directors of SoftBank Corp. Prior to joining SoftBank, Mr. Fisher was the CEO of Phoenix Technologies Ltd., the leading developer and marketer of system software products for personal computers, from 1990 to 1995. Mr. Fisher joined Phoenix from Interactive Systems Corporation, a UNIX software company that was purchased by the Eastman Kodak Company in 1988. At Interactive Systems he served for five years as President, initially as COO and then CEO. Mr. Fisher’s experience prior to Interactive Systems includes senior executive positions at Visicorp, TRW, and ICL (USA). Mr. Fisher earned an MBA from Columbia University, New York, and a Bachelor of Commerce from the University of Witwatersrand in South Africa.

Qualifications: Mr. Fisher was selected because he possesses particular knowledge and experience in technology industries, and with strategic planning and leadership of complex organizations, including at other public corporations.

				JULIUS GENACHOWSKI, 52, SoftBank Designee director nominee
				Committees:    Audit (if elected)

Public Company Board Directorships: Mastercard, Inc.

Biography: Mr. Genachowski is a Managing Director at The Carlyle Group, which he joined in 2014. He served as Chairman of the U.S. Federal Communications Commission from 2009 to 2013. He held senior executive positions for about eight years at IAC, which owned and operated Internet and media companies including Expedia, Ticketmaster, and USA Network. Also prior to the FCC, he was engaged with several public and private companies in the technology, media, and telecommunications sector as a board member, investor, or advisor. He is a senior fellow at the Aspen Institute, and has taught a joint class at Harvard Business and Law Schools. Earlier in his career, he was a law clerk to U.S. Supreme Court Justice David H. Souter, and worked in Congress for the Select Committee on the Iran-Contra Affair and for then-Representative Charles Schumer. He is currently a member of the President’s Intelligence Advisory Board.

Qualifications: Mr. Genachowski’s experience as a senior executive and director at Internet, media, and other consumer-facing and technology companies paired with his experience as former Chairman of the FCC provides our board with a valuable perspective on the business and regulatory environments in which our Company operates.

Proposal 1 – Election of Directors

				ADM. MICHAEL MULLEN, 68, Sprint director since 2013; former 17th Chairman of the Joint Chiefs of Staff
				Committee:    Compensation

Public Company Board Directorships: General Motors Company

Biography: Adm. Mullen serves on the board of directors as the “Security Director” under the National Security Agreement between Sprint, SoftBank, the Department of Justice, the Department of Homeland Security, and the Department of Defense. Admiral Mullen served as the 17th Chairman of the Joint Chiefs of Staff from October 2007 until his retirement in September 2011. Previously, Admiral Mullen served as the 28th Chief of Naval Operations (“CNO”) from July 2005 to 2007. CNO was one of four different four-star assignments Admiral Mullen held, including Commander, U.S. Naval Forces Europe and Commander, Allied Joint Force Command, and the 32nd Vice Chief of Naval Operations. Since 2012, he has served as President of MGM Consulting LLC and is the Charles and Marie Robertson Visiting Professor at the Woodrow Wilson School of Public and International Affairs at Princeton University.

Qualifications: Adm. Mullen brings to our board extensive senior leadership experience gained during his 43-year career in the U.S. military. As Chairman of the Joint Chiefs of Staff, the highest ranking officer in the U.S. military, Adm. Mullen led the armed forces during a critical period of transition, overseeing two active war zones. Adm. Mullen’s experience and relationships within the government allow him to lead our Government Security Committee and provide guidance on national security matters impacting the telecommunications industry. Adm. Mullen’s unique experience leading change in complex organizations, executive development and succession planning, diversity implementation, crisis management, strategic planning, budget policy, risk management, and technical innovation are important to the oversight of Sprint’s business and allows him to make a significant and invaluable contribution to our board.

				MASAYOSHI SON, 57, Chairman of the Board, Sprint director since 2013; Chief Executive Officer and Chairman of the Board of SoftBank Corp.
				Committee:    Finance

Public Company Board Directorships: SoftBank Corp. and Alibaba Group Holding Limited

Biography: Mr. Son founded SoftBank Corp. in September 1981 and has been its Chairman and Chief Executive Officer since February 1986. Mr. Son also served as President of SoftBank Corp. from February 1986 until June 2015. Mr. Son serves in various capacities within SoftBank’s portfolio of companies, including Vodafone K.K. (currently SoftBank Mobile Corp.) as its Chairman and Chief Executive Officer since 2006. In addition, Mr. Son sits on the board of directors of Yahoo! Japan Corporation and served as its Chairman from 1996 until 2015, which was established as a joint venture between SoftBank and Yahoo! Inc. Mr. Son has also served as Chairman of the Broadband Association in Japan and of The Great East Japan Earthquake Recovery Initiative Foundation. Mr. Son received a B.A. in Economics from the University of California Berkeley.

Proposal 1 – Election of Directors

Qualifications: Mr. Son’s vast experience in the telecommunications industry, including his successes in Japan disrupting telecom duopolies, is valuable to Sprint. As part of the SoftBank Merger, it was determined that Mr. Son, because of his interest as Chairman and Chief Executive Officer of SoftBank, our controlling stockholder, would be appointed to our board. Mr. Son provides expertise, leadership and strategic direction to the Sprint board.

				SARA MARTINEZ TUCKER, 60, Sprint director since 2013; former President and Chief Executive Officer of the National Math and Science Initiative
				Committees:     Nominating (Chair) and Audit

Public Company Board Directorships: American Electric Power Co., Inc. and Xerox Corp.

Biography: Ms. Tucker served as Chief Executive Officer and President at National Math and Science Initiative, Inc. from March 2013 until February 2015. Ms. Tucker served as the Under Secretary of the U.S. Department of Education from 2006 to December 2008. Her responsibilities included overseeing policies, programs and activities related to postsecondary education, vocational and adult education, and federal student aid. Ms. Tucker served as the Chief Executive Officer and President of the Hispanic Scholarship Fund from 1997 to October 1, 2006. Previously, she worked for 16 years at AT&T and served as Regional Vice President of its Global Business Communications Systems. She has been a Trustee of University of Notre Dame since June 2009, and a member of the University of Texas System Board of Regents since May 2015.

Qualifications: Ms. Tucker brings to our board expertise relevant to a large telecommunications company, including her business experience and executive leadership expertise. These skills and experience are the result of her education, experience in the telecommunications industry, service at the U.S. Department of Education, leadership positions at the Hispanic Scholarship Fund, and her service on other public company boards and committees.

Director Not Standing for Re-election

Frank Ianna, age 66. Retired Former President of Network Services at AT&T. Mr. Ianna retired from AT&T after a 31-year career serving in various executive positions. Following his retirement, Mr. Ianna served as a business consultant, executive, and board member for several private and nonprofit enterprises. Mr. Ianna served as one of our directors since 2009.

Proposal 1 – Election of Directors

Summary of Director Qualifications and Expertise

The table below summarizes the key qualifications, skills, or attributes of each of our directors that were most relevant to the decision to nominate him or her to serve on our board. The lack of a mark does not mean the director does not possess that qualification or skill; rather a mark indicates a specific area of focus or expertise on which our board relies most heavily. These qualifications and relevant experience have been discussed in more detail above.

Experience, Expertise or Attribute

Son

Fisher

Arora

Bennett

Bethune

Claure

Genachowski

Mullen

Tucker

Telecom

Technology, Device and Services

Leadership

Global Business

Financial

Mergers & Acquisitions

Public Company Board Service or Governance

Research & Academic

Ethnicity, Gender, National or Other Diversity

Government

Our Board of Directors Recommends That You Vote “FOR” The Directors Nominated In Proposal 1.

Board Operations

Board Operations

As part of the SoftBank Merger, SoftBank was given certain governance rights, which are detailed in our Certificate of Incorporation, bylaws, and other corporate governance documents available at www.sprint.com/governance.

Corporate Governance Matters

We have elected to be treated as a “controlled company” under New York Stock Exchange, or NYSE, listing standards because more than 50% of our voting power is held by SoftBank. Accordingly, we are exempt from certain requirements of the NYSE corporate governance rules, including the requirement that we have a majority of independent directors on our board and the requirement that the compensation and nominating and corporate governance committees of the board have written charters addressing certain specified matters. In addition, the NYSE rules allow for a controlled company to have non-independent directors on the compensation committee and nominating and corporate governance committee.

Board Operations

In addition, we have also adopted the following corporate governance initiatives:

In the event we cease to be a controlled company within the meaning of the NYSE’s rules, we would then be required to comply with certain governance requirements after the transition periods specified by the NYSE.

Contacting our Board

We value the views of our stakeholders. Consistent with this approach, our board has established a system to receive, track, and respond to communications from stakeholders addressed to our board or to our outside directors. A statement regarding our board communications policy is available at www.sprint.com/governance.

Any stakeholder who wishes to communicate with our board or any director may write to our Senior Vice President, General Counsel, Corporate Secretary, and Chief Ethics Officer who is our Board Communications Designee, at the following address:

Sprint Corporation

6200 Sprint Parkway

Overland Park, KS 66251

KSOPHF0302-3B424

or email: boardinquiries@sprint.com.

Our board has instructed the Board Communications Designee to examine incoming communications and forward to our board, or individual directors as appropriate, communications deemed relevant to our board’s roles and responsibilities. Our board has requested that certain types of communications not be forwarded, and be redirected if appropriate, such as: spam, business solicitations or advertisements, resumes or employment inquiries, service complaints or inquiries, surveys, or any threatening or hostile materials. The Board Communications Designee will review all appropriate communications and report on the communications to the chair of the Nominating Committee or the full Nominating Committee, the full board, or the outside directors, as appropriate. The Board Communications Designee will take additional action or respond to letters in accordance with instructions from the relevant board source. Communications relating to accounting, internal accounting controls, or auditing matters will be referred promptly to members of the Audit Committee in accordance with our policy on communications with our board.

Board Leadership Structure

Our board has determined that it is in the best interest of the Company to designate Mr. Son as the non-executive chairman and Mr. Fisher as the non-executive vice-chairman. We believe our board leadership structure provides the appropriate balance of directors affiliated with our controlling

Board Operations

stockholder, independent directors, and CEO—all working together to represent the interests of our entire stockholder base.

In part because of the unique qualifications and skills of our non-executive chairman and vice chairman, our board believes that this structure enhances our board’s oversight of, and independence from, management. Further, it fosters the ability of our board to carry out its roles and responsibilities on behalf of the stockholders and benefits the Company’s overall corporate governance.

Independence of Directors

Our board is currently comprised of nine members, five of whom are independent under rules of the NYSE. As a matter of practice, our board undertakes an annual review of director independence. During this review, our board considers all transactions and relationships between each director or any member of his immediate family and the companies by which they are employed as an executive officer (if applicable) to determine whether they have any relationships with our Company and its affiliates. The purpose of this review is to determine whether any such relationships or transactions are considered “material relationships” that would be inconsistent with a determination that a director is independent. Our board has not adopted any “categorical standards” for assessing independence; preferring instead to consider and disclose existing relationships with the non-management directors and the Company. Our board observes all criteria for independence established by the NYSE.

Executive Sessions

Sprint’s non-management directors meet in executive sessions without any management participation by officers or employee directors. These executive sessions are currently held either before, after or otherwise in conjunction with our board’s regularly scheduled meetings each year. Additional executive sessions can be scheduled at the request of the non-management directors.

The director who presides over the executive sessions of our board is our chairman, Mr. Son. The committee chairperson chairs the executive sessions of his or her committee. If that chairman or committee chairperson is not present, our vice chairman or another director will be chosen to preside. Our board does not have a lead independent director. Our board may select a presiding director for any independent director executive sessions, as needed.

Risk Management

Our board takes an active role in overseeing management of the Company’s risks, both through its own consideration of risks associated with our operations and strategic initiatives and through its committees’ consideration of various risks applicable to that committee’s areas of focus.

The Audit Committee reviews enterprise risks as part of its purpose to assist our board in fulfilling our board’s oversight responsibilities with respect to the Company’s enterprise risk management program. The Audit Committee receives regular reports regarding enterprise risk management matters from members of management who oversee the Company’s Corporate Audit Services, or internal audit, and Legal Department and informs our board of such matters through regular committee reports. In addition to receiving regular reports from the Audit Committee concerning our enterprise risk management program, our board also reviews information concerning other risks through regular reports of its other committees, including information regarding financial risk management from the Finance Committee, compensation-related risk from the Compensation Committee, and governance-related risk from the Nominating Committee.

Board Operations

Our management is responsible for our day-to-day risk management. Our management, internal audit, and internal control areas serve as the primary monitoring and testing functions for company-wide policies and procedures, and manage the day-to-day oversight of the risk management strategy for our ongoing business. This oversight includes identifying and evaluating potential risks that may exist at the enterprise, strategic, financial, operational, IT and cybersecurity, compliance, and reporting levels.

We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing the Company and that our board leadership structure supports this approach.

Code of Ethics

Our code of ethics, the Sprint Code of Conduct, is available at www.sprint.com/governance or by email at shareholder.relations@sprint.com. It describes the ethical and legal responsibilities of directors and employees of our Company and our subsidiaries, including senior financial officers and executive officers.

All of our directors and employees (including all senior financial officers and executive officers) are required to comply with the Sprint Code of Conduct. In support of the ethics code, we have provided employees with a number of avenues for the reporting of potential ethics violations or similar concerns or to seek guidance on ethics matters, including a 24/7 telephone helpline. The Audit Committee has established procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters, including the confidential, anonymous submission by our employees of any concerns regarding questionable financial and non-financial matters to the Ethics Helpline at 1-800-788-7844, by mail to the Nominating Committee, c/o Sprint Corporation, 6200 Sprint Parkway, Overland Park, KS 66251, KSOPHF0302-3B424, or by email to ethicshelpline@sprint.com. Our Chief Ethics Officer reports regularly on our ethics and compliance program to the Nominating and Corporate Governance Committee and annually to the entire board.

Compensation Committee Interlocks and Insider Participation

Junichi Miyakawa, our Technical Chief Operating Officer, was a director of certain subsidiaries of SoftBank during fiscal year 2014. Mr. Son served as Chief Executive Officer of these companies as of March 31, 2015.

Board Operations

Board Committees

Our board has four standing committees: Audit Committee, Finance Committee, Compensation Committee, and Nominating Committee. Each committee is described in the table below and each has a charter that describes such committee’s primary functions and principal responsibilities. A current copy of our Corporate Governance Guidelines and the charter for each standing committee of our board is available at www.sprint.com/governance or by email at shareholder.relations@sprint.com. Our charters and Corporate Governance Guidelines were adopted by our board and are annually reviewed and revised as necessary.

Board Operations

Board Operations

Meetings & Attendance

Board and Committee Meetings; Attendance

The Company does not have a policy requiring director attendance at its annual meeting. All of our directors who were serving at the time of last year’s annual meeting attended. Directors are expected to devote sufficient time to prepare properly for and attend meetings of our board, its committees, and executive sessions and to attend our annual meeting of stockholders. During fiscal year 2014, all directors attended at least 75% or more of the aggregate of the meetings of the board and of each of the board committees on which he or she served at the time, except Mr. Son, who attended 69% of such meetings. Mr. Son attended all of the in-person meetings of the board and the committee on which he served, but was unable to attend several telephonic meetings that occurred while he was in Japan because of scheduling issues complicated by time zone differences. When Mr. Son was unable to participate in these calls, he provided our Vice Chairman, Mr. Fisher, with his thoughts in advance of the calls, and was fully briefed by Mr. Fisher on discussions and decisions that were made during the calls. Furthermore, Mr. Son has been a very actively engaged board and committee member, having at least weekly contact with the Vice Chairman, having frequent and regular discussions with our CEO, playing an active role in the Board’s leadership of the company’s strategic direction, and regularly participating in management meetings.

Board Operations

Corporate Responsibility

At Sprint, our corporate social responsibility program is based on the belief that doing good creates good — both for our business and for our community. Our program gives us the opportunity to play a transformative role within the telecommunications industry, as well as within our communities, and for our environment. Our board supports these efforts. To that end, it has delegated the oversight of our corporate responsibility efforts to our Nominating Committee. Our Nominating Committee reviews and reports to our board on a periodic basis those matters relating to the Company’s corporate social responsibility and sustainability objectives.

Board Operations

Political Contributions

Our Nominating Committee has oversight of Sprint’s political contributions and expenses. Our Nominating Committee also reviews the Company’s annual report on political contributions and discusses this report with our board. The report is available on our website at http://goodworks.sprint.com/our-progress/sprint-good-workssm-approach/governance-and-ethics/public-reporting/. The report not only lists our contributions to political candidates, but it also describes the processes and oversight used in connection with such contributions.

Director Compensation

Director Compensation

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.

Components of Compensation

The following table summarizes director compensation for the outside members of Sprint Corporation’s board, with the exception of Messrs. Fisher and Son, which is described further below. Our outside directors are also reimbursed for direct expenses relating to their activities as members of our board.

Director Compensation

Mr. Son does not receive any fees for his service on our board. On August 6, 2013, our board determined Mr. Fisher’s compensation for serving as a member of our board. In recognition of his vice chairman activities, our board adopted a compensation program for Mr. Fisher, to provide as follows:

Other Benefits

We believe that it serves the interests of our Company and our stockholders to enable our outside directors to utilize our communications services. Accordingly, each outside director, except Mr. Son, is entitled to receive a reasonable amount of communications services and devices. Outside directors may also receive specialized equipment, on an as-needed basis, with equipment valued at greater than $1,000 requiring Compensation Committee approval. In addition to the value of the communications service, the value of any additional services and features and the value of the wireless devices, replacements, and associated accessories are included in the value of the communications benefit. There may be other circumstances in which devices are provided to board members (such as demonstration, field testing, and training units, or devices for use while traveling internationally); these devices must be returned or they will be converted to a consumer account and applied toward the wireless devices under this communications benefit.

Our outside directors, except Mr. Son, are eligible for our charitable matching gifts program. Under this program, the Sprint Foundation matches contributions made to qualifying organizations on a dollar-for-dollar basis, up to the annual donor maximum of $5,000. The annual maximum contribution per donor, per organization, is $2,500.

We do not offer retirement benefits to outside directors, except that our communications benefit as described above continues after retirement from board service provided members have served on our board for at least three years, and the benefit will continue for such members for the period of time our board member served on our board (including service on the Sprint Nextel board).

Our directors may participate in our Directors’ Shares Plan, under which they can elect to use all or part of their annual and additional retainer fees and meeting fees to purchase shares of our common stock in lieu of receiving cash payments. Our outside directors can also elect to defer receipt of these shares. During fiscal year 2014, no directors participated in our Directors’ Shares Plan.

On an annual basis, our outside directors are given the opportunity to enroll in or discontinue their participation in one or both of these plans. Our directors are also provided the opportunity to elect before the end of each calendar year to defer the receipt of shares underlying any portion of any RSU awarded in the following calendar year. Five of our outside directors elected to defer the receipt of shares underlying their 2015 RSU awards vesting in 2016.

Stock Ownership Guidelines

Our board believes directors should have a meaningful financial stake in the Company, and therefore has established a desired ownership level for non-employee directors of equity or equity

Director Compensation

interests. Our director stock ownership guidelines currently require outside directors, other than SoftBank Affiliate Directors (Messrs. Son, Fisher, and Arora), to hold equity or equity interests 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 outside 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. As of March 31, 2015, each of our directors with the exception of Adm. Mullen and Ms. Tucker met the stock ownership requirements.

Fiscal Year 2014 Director Compensation Table

The table below sets forth the compensation earned by our outside directors who served during fiscal year 2014.

Audit Committee Report

Audit Committee Report

The Audit Committee has reviewed and discussed our audited consolidated financial statements with management. The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16, issued by the Public Company Accounting Oversight Board, or PCAOB, in Rule 3200T.

The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence.

The Audit Committee met with senior management periodically during the past fiscal year to consider the adequacy of our internal controls and discussed these matters with our independent registered public accounting firm and with appropriate financial personnel. The Audit Committee also discussed with senior management our disclosure controls and procedures and the certifications by our CEO and our Chief Financial Officer, or CFO, which are required for certain of our filings with the SEC. The Audit Committee met privately with the independent registered public accounting firm, our internal auditors and other members of management, each of whom has unrestricted access to the Audit Committee.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the board that our audited consolidated financial statements be included in our annual report on Form 10-K for the fiscal year ended March 31, 2015 for filing with the SEC.

The Audit Committee

Robert Bennett, Chair

Frank Ianna

Sara Martinez Tucker

Executive Compensation

Executive Compensation

Compensation Discussion and Analysis

This compensation discussion and analysis describes the compensation program for our named executive officers for the fiscal year ended March 31, 2015 (fiscal year 2014), who were as follows: Marcelo Claure, President and CEO; Joseph Euteneuer, CFO; Robert Johnson, Chief Experience Officer; Michael Schwartz, Senior Vice President, Corporate Strategy and Development; Charles Wunsch, Senior Vice President, General Counsel, Corporate Secretary, and Chief Ethics Officer; and Daniel Hesse, former President and CEO.

Compensation Overview

Philosophy and Objectives of Our Executive Compensation Program

Components of Our Executive Compensation Program

The major components of our executive compensation program are base salary, our short-term incentive compensation (STIC) plan, and our long-term incentive compensation (LTIC) plan. The base salaries as of March 31, 2015 and target opportunities under our fiscal year 2014 STIC and LTIC plans for our named executive officers were as follows:

Executive Compensation

On August 18, 2014, Mr. Claure received an initial LTIC opportunity award of $24,000,000—33.3% in the form of time-based non-qualified stock options, 33.3% in the form of time-based restricted stock units (RSUs), and 33.4% in the form of performance-based RSUs (pRSUs), all pursuant to the terms of his employment agreement. This award was intended to cover any LTIC awards that might otherwise have been granted to Mr. Claure under the 2014 and 2015 LTIC plans. His target opportunity under the 2016 LTIC plan and each year thereafter will be no less than $12,000,000.

Fiscal Year 2014 Performance

Fiscal year 2014 marked a significant turning point for Sprint, as we underwent a change in leadership with the appointment of Marcelo Claure as our President and CEO effective August 11, 2014. Mr. Claure’s arrival as CEO also brought marked changes in our strategic initiatives as we reshape Sprint for the future. In so doing, management established the following focus points for Sprint as we move forward:

We demonstrated our commitment to repositioning Sprint in the wireless industry by executing on these imperatives in fiscal year 2014, including:

Executive Compensation

The Compensation Committee designed the objectives of both our fiscal year 2014 STIC and LTIC plans in furtherance of these established imperatives, as discussed below.

Key Fiscal Year 2014 Compensation Decisions

Base Salary

Base salary is designed to attract and retain executives. Our named executive officers’ salaries are based on a number of factors, including the nature, responsibilities and reporting relationships of the position, individual performance of the executive, salary levels for incumbents in comparable positions at peer companies as well as other executives within our organization, and experience and tenure of the executive.

Mr. Claure joined Sprint effective as of August 11, 2014 as our President and CEO. In connection with his appointment, we negotiated an employment agreement with him in consultation with Frederic W. Cook Co., Inc. (Cook), the Compensation Committee’s independent compensation consultant. Mr. Claure’s employment agreement, among other things described in this Compensation Discussion and Analysis, provided him with a base salary of $1,500,000 per year. Due to his departure from Sprint, Mr. Hesse received a prorated portion of his annual base salary of $1,200,000 based on the number of days he was employed during fiscal year 2014.

For fiscal year 2014, the Compensation Committee approved an increase to Mr. Schwartz’s annual base salary from $430,000 to $450,000 based on market data. For more information, see “—Setting Executive Compensation—Use of Benchmarking Data.” No other named executive officer received a base salary rate increase during fiscal year 2014.

STIC Plan

Our STIC plan is our annual cash incentive plan, which is intended to ensure that annual incentives are tied to the successful achievement of critical operating and financial objectives that are the leading drivers of sustainable increases in stockholder value. STIC plan payouts for fiscal year 2014 were provided in the form of cash-settled performance units under our Omnibus Incentive Plan. Participants generally had to be employed on March 31, 2015 in order to earn STIC plan awards for the fiscal year 2014 performance period. However, a prorated payout was available for employees who were terminated during the year as the result of death, disability, retirement, or involuntary termination without cause.

Due to the change in Sprint’s fiscal year (beginning March 31, 2014, our fiscal year now ends each March 31 instead of December 31), our Compensation Committee did not establish financial and operational objectives and targets (and thus no payouts were made) for the transition period January 1, 2014 through March 31, 2014. To keep participants whole, the Compensation Committee established a 15-month service period from January 1, 2014 through March 31, 2015 and a 12-month performance period from April 1, 2014 through March 31, 2015, with the 12-month performance period results determining the amount of STIC plan awards that could be earned as a result of service during the 15-month service period. Because of the longer service period and the delay in payout date, the 2014 STIC Plan reflected a one-time target opportunity increase of approximately 25%. The increased target opportunities under the 2014 STIC plan for our named executive officers are reflected in “—Compensation Overview—Components of Our Executive Compensation Program.”

Executive Compensation

To further our goal of tying a significant portion of each named executive officer’s total annual compensation to our business performance, the STIC plan provided for a payment equal to the named executive officer’s targeted opportunity (set at a percentage of his base salary) only if our actual results met the targets. The STIC plan also provided for a payout in excess of a named executive officer’s targeted opportunity (capped at 200%) if our actual performance exceeded the targeted objectives and a payout below targeted opportunity if our actual performance was below the target objectives but exceeded the minimum threshold level. If the minimum threshold level of performance was not attained, the STIC provided that the award opportunity would be forfeited. To ensure that the results under the formulaic STIC metrics fully reflected the Company’s overall performance for the year, the Compensation Committee retained discretion to adjust payouts at year-end. Refer to our discussion below under “Tax Deductibility of Compensation” for a discussion of the potential tax deductibility of certain performance-based awards under Section 162(m) of the Internal Revenue Code.

The chart below summarizes the metrics and weightings set for the 2014 STIC plan in support of the transformational imperatives previously discussed.

In early fiscal year 2015, the Compensation Committee determined that the effective achievement percentage for the 2014 STIC plan equaled 190% of the target award opportunity for all eligible employees who participated in the 2014 STIC plan for the full fiscal year 2014, including our named executive officers, based on actual performance results. The Compensation Committee exercised negative discretion with respect to payouts ultimately awarded to our named executive officers under the 2014 STIC plan, with the exception of Mr. Hesse, whose payout was based on actual performance but was prorated to reflect the number of days he was employed during the service period. Pursuant to his employment agreement, Mr. Claure received an amount equal to 250% of his base salary, prorated for the number of days he was employed by Sprint during the service period in lieu of participating in the 2014 STIC plan.

Executive Compensation

Actual results based on the objectives and targets set for the 2014 STIC plan are outlined in the table below.

We outperformed our targets for each of the objectives set by the Compensation Committee in accordance with the transformational imperatives management set for Sprint. Solid progress on customer retention efforts and enhancing the customer experience drove significant improvements in Net Promoter Score, which helped provide the foundation for successful Adjusted EBITDA results as well. Successful execution on Sprint’s overall cost savings initiative has allowed us to largely reinvest these amounts for future growth. Customer-focused offerings such as the Cut Your Bill in Half Event, our industry-first device leasing program, International Value Roaming, and Sprint’s Direct 2 You^SM program have helped reestablish Sprint as an innovator in the industry and drive both customer retention and acquisition. In addition, we anticipate that more than doubling our company-owned retail footprint by opening 1,435 Sprint-RadioShack co-branded stores in April 2015 will help us continue to execute on these imperatives.

LTIC Plan

Our LTIC plan is designed to encourage retention, link payment of performance-based awards to achievement of financial and operational objectives critical to our long-term success, and create commonality of interests between our executives and our stockholders. By dovetailing with the STIC plan, our LTIC plan is also intended to create balance between short-term, or annual, performance goals and longer-term objectives that are critical to growing and sustaining stockholder value.

Earn-outs of pRSUs granted under our 2013 LTIC plan are conditioned on achievement of a predetermined performance objective (cumulative Adjusted EBITDA) during a single two-year performance period of calendar years 2014-2015, the results of which we expect will be reported in our annual proxy statement for fiscal year 2015.

Executive Compensation

The fiscal year 2014 LTIC plan awards were granted under our Omnibus Incentive Plan in the form of time-based RSUs, pRSUs, and stock options (as opposed to any cash-settled awards) to emphasize the imperative of achieving long-term growth and alignment with stockholder interests. Granted stock options only have value in the event Sprint’s stock price increases after the grant date. Allocations of the three types of awards granted under our 2014 LTIC plan are as follows:

The Compensation Committee typically grants equity awards under the LTIC plan in May, following review of the fiscal year budget and an assessment of the factors critical to driving long-term stockholder value. The Compensation Committee made a one-time increase in participants’ target opportunities under the 2014 LTIC plan similar to the one-time increase made under the 2014 STIC plan to account for the change in our fiscal year, as described above. Accordingly, the Compensation Committee established a 15-month service period, which resulted in a target opportunity increase of 25% under the 2014 LTIC plan (except for Mr. Claure, whose grant was intended to cover any LTIC awards that would have otherwise been granted to him under the fiscal year 2014 and fiscal year 2015 LTIC plans without such increase in opportunity). The increased target opportunities under the 2014 LTIC plan for our named executive officers are reflected in “—Compensation Overview—Components of Our Executive Compensation Program.” Grants of awards under the 2014 LTIC plan were made in May 2014, with earn-outs of pRSUs granted under the 2014 LTIC plan for the first annual performance period based on the 12-month performance period ended March 31, 2015 noted above.

Similar to our STIC plan, the pRSUs granted under our LTIC plan provided for a payment equal to the named executive officer’s targeted opportunity for such awards (set at a percentage of his total LTIC plan opportunity) only if our actual results meet the targets for each completed performance period. An earn-out of pRSUs in excess of a named executive officer’s targeted opportunity may be made if our actual performance exceeds the targeted objectives (capped at 200%), an earn-out below targeted opportunity may be made if our actual performance is below the target objectives but exceeded the minimum threshold level, and no earn-out would be made if our actual performance does not exceed the minimum threshold level. Earn-outs made under the LTIC plan are subject to the Compensation Committee’s discretion. Refer to our discussion below under “Tax Deductibility of Compensation” for a discussion of the potential tax deductibility of certain performance-based awards under Section 162(m) of the Internal Revenue Code.

Grants of pRSUs under our 2014 LTIC plan were allocated one-third to each of three annual performance periods. Given the focus on profitability, growth, and net additions for this critical

Executive Compensation

performance period, the Compensation Committee adopted objectives for the pRSUs for the first annual performance period similar to those approved for the 2014 STIC plan:

The Compensation Committee adopted the postpaid handset net addition metric in lieu of total net additions (as adopted for the 2014 STIC plan) to focus executives on net additions that yield the highest potential profit margins. Actual results based on the objectives and targets set for the pRSUs for the first annual performance period under the 2014 LTIC plan are outlined in the table below. Earn-outs for the pRSUs under the 2014 LTIC plan for this period were capped at 200% of target opportunity.

We outperformed our targets for each of the objectives set by the Compensation Committee for the 2014 LTIC plan. Improvement in Sprint platform net additions from postpaid feature phones and postpaid 3G and 4G smartphones was driven by lower churn and higher prime credit quality gross additions. These drivers were due in part to the significant progress we have made with respect to customer retention and enhancing the customer experience, along with the network improvements referenced above under “—Fiscal Year 2014 Performance.”

As discussed under “—Compensation Overview—Components of our Executive Compensation Program,” Pursuant to the terms of his employment agreement, Mr. Claure received an initial LTIC opportunity award of $24,000,000—33.3% in the form of non-qualified stock options, 33.3% in the form of time-based RSUs, and 33.4% in the form of pRSUs. Earn-outs of these pRSUs are subject to achievement of the performance objectives established or to be established by the Compensation Committee under the 2014 and 2015 LTIC plans. This award was intended to cover any LTIC awards that might otherwise have been granted to Mr. Claure under the 2014 and 2015

Executive Compensation

LTIC plans. His target opportunity under the 2016 LTIC plan and each year thereafter will be no less than $12,000,000. Mr. Hesse did not participate in our 2014 LTIC plan.

Supplemental Stock Option Awards

In recognition of the expected significant effort and to serve as a key motivator as Sprint repositions itself for future success, the Compensation Committee approved a supplemental non-qualified stock option award to executives in November 2014, including the named executive officers other than Messrs. Claure and Hesse. The award was intended to supplement outstanding long-term incentive compensation to drive results and enhance retention for Mr. Claure’s go-forward management team during a time of significant change at Sprint. The options generally vest ratably on each of the three anniversaries of the December 8, 2014 grant date, with an award opportunity based on a multiple of each executive’s adjusted 2014 LTIC plan opportunity. See footnote 4 to our Fiscal Year 2014 Summary Compensation Table.

Other Components of Executive Compensation

Our named executive officers’ total rewards opportunities consisted of a number of other elements important to our compensation philosophy for fiscal year 2014 of attracting, retaining, and motivating our named executive officers:

Employee Benefit Plans and Programs. Our compensation program includes a comprehensive array of health and welfare benefits in which our eligible employees, including our named executive officers, are eligible to participate. We pay all of the costs for some of these benefit plans, and participants contribute a portion of the cost for other benefit plans.

Retirement Program. Our retirement program consists of the Sprint Corporation 401(k) Plan, which provides participants with a fixed matching contribution on up to 4% of eligible compensation to help build financial security for their future. The amount of any matching contributions made by us to participating named executive officers is included in the “All Other Compensation” column of the Fiscal Year 2014 Summary Compensation Table below.

Deferred Compensation. Certain employees, including our named executive officers, are offered the opportunity to participate in the Sprint Corporation Deferred Compensation Plan, a nonqualified and unfunded plan, under which they may defer to future years the receipt of certain compensation in addition to that eligible under the 401(k) plan. Participants may elect to defer up to 50% of base salary, up to 75% of STIC plan payments, and up to 75% of cash-based performance unit payouts made under our LTIC plan. We believe this plan helps attract and retain executives by providing the participant another tax efficient retirement plan. Participants elect to allocate deferred and any matching contributions among one or more hypothetical investment options, which include one option that tracks our common stock and other options that track broad-based bond and equity indices. In 2014, our plan provided for a matching contribution using the same matching contribution percentage as our 401(k) plan of eligible earnings above the applicable annual limit, which is intended to compensate highly-compensated employees for limitations placed on our 401(k) plan by federal tax law. The matching contribution has been discontinued on deferrals for plan years beginning after 2014. Mr. Hesse was the only named executive officer to participate in the Sprint Corporation Deferred Compensation Plan during fiscal year 2014.

Personal Benefits and Perquisites. The limited personal benefits and perquisites that we provide to our named executive officers are intended to promote executive retention and to allow our executives to maximize their focus on Sprint. These benefits are summarized in footnote seven to

Executive Compensation

the Fiscal Year 2014 Summary Compensation Table below. Pursuant to his employment agreement, Mr. Claure is permitted to use up to six hours of flight time per month for personal travel on our corporate aircraft. Any unused hours are carried over to the next month, and Mr. Claure is required to pay the full incremental cost associated with personal use of the aircraft to the extent he exceeds his monthly allotted flight time (plus carryover hours). Mr. Claure is also permitted to have his family or guests accompany him on the corporate aircraft for business and personal travel.

Change in Control. If a transaction that could result in a change in control were under consideration, we expect that our named executive officers would face uncertainties about how the transaction may affect their continued employment with us. We believe it is in our stockholders’ best interest if our named executive officers remain employed and focused on our business through any transition period following a change in control and remain independent and objective when considering possible transactions that may be in stockholders’ best interests but possibly result in the termination of their employment. Our change in control benefits accomplish this goal by providing each eligible named executive officer with a meaningful severance benefit in the event that a change in control occurs and, within a specified time period of the change in control, his employment is involuntarily terminated without “cause” or voluntarily terminated for “good reason.”

The Sprint Corporation Change in Control Severance Plan, which we refer to as the CIC plan, provides severance benefits to a select group of senior executives, including our named executive officers, in the event of a qualified termination of employment in connection with a transaction that results in a change in control. Any of these benefits payable would be reduced to the extent of any severance benefit otherwise available under any other applicable policy, program, or plan so that there would be no duplication of benefits. The benefits upon termination in connection with a change in control to which our named executive officers are entitled, as described in “Fiscal Year 2014 Potential Payments upon Termination of Employment or Change in Control,” are likewise competitive within our peer group.

Other Compensation Decisions

During fiscal year 2014, the Compensation Committee approved an interim living allowance of $50,000 per year, on a tax protected basis and payable monthly, for Mr. Johnson until he relocates to the Overland Park area or his earlier termination of employment. The Compensation Committee further approved Mr. Johnson’s ability, conditioned on his continued employment through December 2017 and his waiver of any 2017 long-term incentive compensation award, to resign effective January 2018 with 30 days’ written notice and receive the severance benefits provided under his employment agreement.

Employment Agreements

Discussion of the material terms of our employment agreements with our named executive officers can be found in the tabular and narrative discussion under “Fiscal Year 2014 Potential Payments upon Termination of Employment or Change in Control.”

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 Sprint. 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

Executive Compensation

the independence of Cook, 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 during fiscal year 2014. 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 fiscal year 2014. The Compensation Committee has directed that Cook provide this advice taking into account our overall executive compensation philosophy as described above. Cook prepares the 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.

In addition to its ongoing support of the Compensation Committee and continuous advice on compensation design, levels, and emerging market practices, Cook periodically conducts a comprehensive review of our overall executive compensation program, including direct and indirect elements of compensation, to ensure that the program operates in support of our short- and long-term financial and strategic objectives and that it aligns with evolving corporate governance “best practices.”

Our CEO periodically discusses the design of, and makes recommendations with respect to, our compensation programs and the compensation levels of our other named executive officers and certain key personnel with the Compensation Committee. Our CEO does not make recommendations to the Compensation Committee with regard to his own compensation; rather, Cook provides the Compensation Committee with an annual report on CEO compensation and a range of alternatives with regard to potential changes.

Process for Setting Executive Compensation

The Compensation Committee annually reviews the compensation packages of our named executive officers in the form of “tally sheets.” These tally sheets value each component of compensation and benefits, including a summary of the outstanding equity holdings of each named executive officer as of year-end and the value of such holdings at various assumed stock prices. The tally sheets also set forth the estimated value that each of our named executive officers would realize upon termination under various scenarios.

The Compensation Committee uses these tally sheets when considering adjustments to base salaries and awards of equity-based or other remuneration and in establishing incentive plan target opportunity levels as follows:

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Although the Compensation Committee reviews and considers the amounts realizable by our named executive officers under different termination scenarios, including those in connection with a change in control, as well as the current equity-based award holdings, these are not the primary considerations in the assessment and determination of annual compensation for our named executive officers.

Use of Benchmarking Data

To assist in setting total compensation levels that are reasonably competitive, the Compensation Committee annually reviews market trends in executive compensation and a competitive analysis prepared by Cook. This information is derived from the most recent proxy statement data of companies in a peer group of telecommunications and high-technology companies and, where limited in its functional position match to our executives, is supplemented with data on our peer group from a published compensation survey prepared by Towers Watson of approximately 80 participating industry companies all with revenues exceeding $4 billion. The compensation data, and not the identity of the individual companies participating in the surveys for this database, was the most significant factor considered by the Compensation Committee with respect to its 2014 executive compensation decisions.

Taking into consideration the recommendations of Cook, the Compensation Committee determines companies for our peer group based on similarity of their business model and product offerings as well as comparability from a size perspective, including annual revenue, market capitalization, net income, enterprise value and number of employees. For example, our revenue is above the median of our peer group while our enterprise value is below the median. In September 2013, we removed Dell Inc. from our peer group given its transition to a privately-held company and added Cisco Systems, Inc., EMC Corporation, and Intel Corporation, substantially based on size and business comparability. Accordingly, the Compensation Committee approved the use of the following 14 companies for its fiscal year 2014 executive compensation benchmarking analysis:

AT&T, Inc.; CenturyLink, Inc.; Cisco Systems, Inc.; Comcast Corporation; Computer Sciences Corporation; DIRECTV; EMC Corporation; Intel Corporation; Motorola Solutions, Inc.; Qualcomm Incorporated; Texas Instruments Incorporated; Time Warner Cable, Inc.; Verizon Communications Inc.; and Xerox Corporation.

In November 2014, we added T-Mobile US, Inc. to our peer group for future executive compensation decisions given that it became publicly traded in late 2013.

The Compensation Committee does not follow a specific formula in making its pay decisions but rather uses benchmarks as a frame of reference and generally targets total compensation at the median of our peer group to reflect our relative position within it. Based on performance against predetermined goals and changes in total stockholder return over time, this approach results in an opportunity to earn total payouts above median market rates for over-achievement and below median for under-achievement relative to the peer group. The Compensation Committee exercises

Executive Compensation

its judgment by taking into consideration a multitude of other important factors such as experience, individual performance, and internal pay equity in setting target compensation levels, but actual payouts under our variable incentive plans are primarily determined based on formulaic outcomes.

In connection with its assessments of total targeted compensation relative to our peer group for each of our named executive officers, the Compensation Committee approved an increase to Mr. Schwartz’s base salary. Total targeted compensation amounts for fiscal year 2014 were below median for the peer group for Messrs. Johnson and Wunsch and were above median for Messrs. Claure, Euteneuer, and Schwartz. Mr. Hesse was not part of the analysis due to his departure from Sprint in August 2014.

Corporate Governance Highlights

We endeavor to maintain good governance standards, including with respect to our executive compensation practices, which include the following:

Stock Ownership Guidelines

We have stock ownership guidelines for our named executive officers and other members of our senior management team. The board believes ownership by executives of a meaningful financial stake in Sprint serves to align executives’ interests with those of our stockholders. Our guidelines encourage our CEO to hold shares of our common stock with a value equal to five times his base salary and encourage the other continuing 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:

Individuals 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. For fiscal year 2014, all of our named executive officers who had been with Sprint for at least five years had met the stock ownership guidelines.

Executive Compensation

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 2014 annual meeting of stockholders, 92.8% 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 Sprint’s approach to executive compensation. As a result of this consideration, we did not change our approach to named executive officer compensation in fiscal year 2014 solely in response to the say-on-pay proposal results. The Compensation Committee expects to continue to consider the outcome of our say-on-pay votes when making future compensation decisions for the named executive officers.

Tax Deductibility of Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended, limits to $1 million the amount of non-performance-based remuneration that we may deduct from our taxable income in any tax year with respect to our CEO and the three other most highly compensated executive officers, other than the CFO, at the end of the year. Section 162(m) provides, however, that we may deduct from our taxable income without regard to the $1 million limit the full value of all “qualified performance-based compensation.” Our base salary and perquisites and other personal benefits are not considered “qualified performance-based compensation” and therefore are subject to the limit on deductibility. Our STIC plan and certain of our LTIC plan awards may be able to qualify as “qualified performance-based compensation” if certain requirements are met, including among other things if the maximum number of stock option or full value share awards and the maximum amount of other cash performance-based remuneration that may be payable to any one executive officer has been disclosed to and approved by stockholders prior to the award or payment.

The Compensation Committee generally considers Section 162(m) deductibility in designing our compensation program and incentive-based compensation plans. In general, we may design our STIC plans and certain portions of our LTIC plans to be compliant with the performance-based compensation rules of Section 162(m) in order to maximize deductibility. In certain circumstances, however, the Compensation Committee may determine it is necessary or advisable, including to retain executives or attract candidates for senior level positions, to offer compensation packages in which the non-performance-based elements exceed the $1 million Section 162(m) limit. The Compensation Committee makes no assurance that such compensation will be fully deductible for federal income tax purposes. Moreover, even if the Compensation Committee intends to grant compensation that qualifies as “qualified performance-based compensation” for purposes of Section 162(m) of the Code, Sprint cannot guarantee that such compensation will so qualify or ultimately will be deductible.

The awards under our 2014 STIC plan and pRSUs under the 2014 LTIC plan are designed so that they may qualify as “qualified performance–based compensation” under Section 162(m), except for those awards to Mr. Johnson due to the terms of his employment agreement. In addition, the award that Mr. Claure received in lieu of participating in the 2014 STIC plan is not “qualified performance-based compensation” as a result of the terms of his employment agreement.

For the 2014 STIC plan, a sub-committee of the Compensation Committee comprised of Messrs. Bethune and Mullen (the Section 16 Sub-Committee) established Section 162(m) objectives for the named executive officers potentially subject to Section 162(m) at a small fraction of a percentage of our adjusted operating income for a six-month performance cycle of October 1, 2014

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through March 31, 2015. The Section 16 Sub-Committee is precluded from exercising upward discretion to the payout achieved under these objectives. The Section 16 Sub-Committee exercised its discretion to make payments under the 2014 STIC plan at levels below the payout achieved under the Section 162(m) objectives for the fiscal year 2014 performance period as guided by the performance metrics discussed under “Key Fiscal Year 2014 Compensation Decisions—STIC Plan.”

For the first annual performance period under the 2014 LTIC plan, the Section 16 Sub-Committee established a Section 162(m) objective for the pRSUs for the named executive officers potentially subject to Section 162(m) based on cumulative adjusted operating income during a six-month performance cycle of October 1, 2014 through March 31, 2015. The Section 16 Sub-Committee is precluded from exercising upward discretion to the payout achieved under this objective. The Section 16 Sub-Committee exercised its discretion to set the performance adjustment for the first annual performance period of the 2014 LTIC plan at levels below the earn-out achieved under the Section 162(m) objectives for the 2014 performance period as guided by the performance metrics discussed under “Key Fiscal Year 2014 Compensation Decisions—LTIC Plan.”

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 proxy statement and Annual Report on Form 10-K for the fiscal year ended March 31, 2015.

The Compensation Committee

Gordon Bethune, Chair

Ronald Fisher

Adm. Michael 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 early 2015, our human resources department reviewed Sprint’s incentive plans, surveying sales- and non-sales-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 Sprint 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 in May 2015.

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.

Executive Compensation

Fiscal Year 2014 Summary Compensation Table

The table below summarizes the compensation of our named executive officers that is attributable to fiscal year 2014. The named executive officers are our President and CEO, our CFO, and our three other most highly compensated executive officers serving at March 31, 2015, plus our former President and CEO, whose employment ended in fiscal year 2014. Amounts included in “Non-Equity Incentive Plan Compensation” take into account the one-time target opportunity increase of approximately 25% in connection with the change in fiscal year and resulting 15-month service period established for the 2014 STIC plan, and amounts included in “Stock Awards” and “Option Awards” with respect to the 2014 LTIC plan reflect the one-time target opportunity increase of 25% similar to the one-time increase made under the 2014 STIC plan.

Executive Compensation

For Mr. Schwartz, consists of the portion of his sign-on bonus earned in fiscal year 2014 pursuant to his employment agreement.

For the 2014 time-based RSU awards, the value represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The time-based RSUs vest on May 20, 2017. Amounts for the fiscal year 2014 portion of the pRSUs granted represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The pRSUs granted under the 2014 LTIC plan are reported based on target opportunity (in other words, probable outcome of the performance conditions) and vest on May 20, 2017, subject to achievement of the applicable performance conditions. The grant date fair value for these pRSUs based on maximum performance would be $5,492,960 for Mr. Claure, $676,978 for Mr. Euteneuer, $386,840 for Mr. Johnson, $232,106 for Mr. Schwartz, and $270,786 for Mr. Wunsch. As a result of the 15-month service period established for the 2014 LTIC, the opportunity percentages for each of the time-based RSUs and pRSUs under the 2014 LTIC plan were increased by 25%, except with respect to Mr. Claure, whose grant was intended to cover any LTIC awards that might otherwise have been granted to him under the 2014 and 2015 LTIC plans, without the increase in opportunity percentage discussed above. For more information regarding the increase in opportunity percentage due to the 15-month service period, see “—Compensation Discussion and Analysis—Key Fiscal Year 2014 Compensation Decisions—STIC Plan and —LTIC Plan”. For more information regarding the 2014 LTIC plan, see “—Compensation Discussion and Analysis—Key Fiscal Year 2014 Compensation Decisions—LTIC Plan.”

Executive Compensation

The values for each of the 2014 LTIC plan option awards and the supplemental option awards represent the grant date fair value of the options computed in accordance with FASB ASC Topic 718. See “—Note 2—Summary of Significant Accounting Policies” in Sprint’s Annual Report on Form 10-K for the fiscal year ended March 31, 2015 for more information. As a result of the 15-month service period established for the 2014 LTIC plan, the opportunity percentages for options awarded under the 2014 LTIC plan were increased by 25%, except with respect to Mr. Claure, whose grant was intended to cover any LTIC awards that might otherwise have been granted to him under the 2014 and 2015 LTIC plans, without the increase in opportunity percentage discussed above. For more information regarding the increase in opportunity percentage due to the 15-month service period and the supplemental option awards, see “—Compensation Discussion and Analysis—Key Fiscal Year 2014 Compensation Decisions.”

The Compensation Committee determined that the effective achievement percentage for the 2014 STIC plan equaled 190% of the target award opportunity for all eligible employees who participated in the 2014 STIC plan for fiscal year 2014 based on actual performance results during the 12-month performance period subject to the 15-month service period ended March 31, 2015. The Compensation Committee exercised negative discretion with respect to payouts ultimately awarded under the 2014 STIC plan to our named executive officers, with the exception of Mr. Hesse, whose payout was based on actual performance. Mr. Hesse’s payout was prorated for the number of days he was employed during the service period. Pursuant to his employment agreement, Mr. Claure received an amount equal to 250% of his base salary, prorated for the number of days he was employed by Sprint during the service period in lieu of participating in the

Executive Compensation

2014 STIC plan. For more information regarding our STIC plan and the one-time increase in opportunity percentage due to the 15-month service period, see “—Compensation Discussion and Analysis—Key Fiscal Year 2014 Compensation Decisions—STIC Plan.”

Executive Compensation

For Mr. Johnson, represents a monthly tax protected interim living stipend (up to $50,000 per year) until Mr. Johnson’s relocation to Overland Park, Kansas or the duration of his employment with Sprint, whichever is earlier. For more information regarding Mr. Johnson’s relocation, see “—Compensation Discussion and Analysis—Employment Agreements.”

For Mr. Schwartz, consists of relocation costs incurred in connection with relocation of his principal residence to the Overland Park, Kansas area.

For Mr. Johnson, consists of tax gross-ups in connection with his interim living stipend. See footnote (iii) to this footnote seven to the Fiscal Year 2014 Summary Compensation Table and “—Compensation Discussion and Analysis—Employment Agreements.”

The amount disclosed for Mr. Hesse consists of $7,200,000 in severance payments upon termination of his employment, which was comprised of a lump sum payment of two times his annual base salary rate of $1,200,000 and two times his annual STIC plan opportunity of $2,400,000, pursuant to his employment agreement. For more information regarding these severance payments, see “Fiscal Year 2014 Potential Payments upon Termination of Employment or Change in Control.”

Executive Compensation

Fiscal Year 2014 Grants of Plan-Based Awards

The table below summarizes awards under our 2014 STIC and LTIC incentive plans to our named executive officers for the fiscal year ended March 31, 2015, plus additional plan-based awards granted during fiscal year 2014. These awards consisted of the following:

Executive Compensation

We had employment agreements with each of our named executive officers during fiscal year 2014. For information regarding the material terms of such employment agreements, see the tabular and narrative disclosure under “—Fiscal Year 2014 Potential Payments Upon Termination of Employment or Change in Control.” For information regarding our compensation philosophy and the material terms of each of these agreements, see “—Compensation Discussion and Analysis” and “—Potential Payments upon Termination of Employment or Change in Control.”

Outstanding Equity Awards at 2014 Fiscal Year-End

The table below summarizes option and equity awards outstanding as of March 31, 2015 held by each of our named executive officers based on the closing price of a share of our common stock of $4.74 on that date.