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 ten directors. All ten of our directors are standing for election to serve until the 2019 annual meeting or until a successor has been duly elected and qualified. You may not vote for more than ten 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. For example, many of our directors have held senior management roles on notable merger and acquisition transactions and have demonstrated the ability to lead an organization through the execution and completion of complex commercial transactions. 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.” No family relationships exist among any of our directors or executive officers.

Director Nomination Process

We are a “controlled company” within the meaning of the New York Stock Exchange (NYSE) listing standards, as described below, because SoftBank Group Corp. (f/k/a Softbank Corp.) and certain of its wholly-owned subsidiaries (together, “SoftBank”) hold more than 50% of the voting power for the election of our directors. SoftBank owned nearly 85% of Sprint Corporation (“Sprint” or the “Company” or “we,” “our,” or “us”) as of June 8, 2018.

For so long as SoftBank remains our controlling stockholder, our governing documents confer upon SoftBank certain rights. For example, SoftBank is able to elect all of the directors on our board. However, until SoftBank owns less than 50% of our outstanding voting power, the board will be required to include at least three independent directors or such greater number as may be required by applicable law or applicable rules of the stock exchange on which our stock is traded.

We consider all directors nominated by SoftBank, except our President and Chief Executive Officer (CEO), to be “SoftBank Designees.” SoftBank Designees who are not independent are known as “SoftBank Affiliate Directors.” In accordance with our bylaws, our board currently consists of our President and CEO (Michel Combes), five independent SoftBank Designees (Patrick Doyle, Gordon Bethune, Julius Genachowski, Stephen Kappes, and Sara Martinez Tucker), and four SoftBank Affiliate Directors (Masayoshi Son, Ronald Fisher, Marcelo Claure and Adm. Michael Mullen). If at any time SoftBank owns less than 50% of our outstanding voting power for ninety consecutive days, the board shall include a number of “SoftBank Designees” that is proportional to SoftBank’s voting interest, rounded up to the nearest whole number.

The Nominating and Corporate Governance Committee, or Nominating Committee takes an active role in evaluating prospective candidates or current board members for nomination, including those candidates nominated by SoftBank. In assessing the needs of our board at any given time, the

Proposal 1 – Election of Directors

Nominating Committee considers all factors it deems relevant, including, but not limited to, the candidate’s:

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. While we do not have a formal diversity policy, our board and our Nominating Committee believe that considerations of diversity are, and will continue to be, an important component relating to our board’s composition, as multiple and varied points of view contribute to a more effective decision-making process. In this regard, our board understands the importance of diversity to many of our stockholders, and has noted the empirical evidence published highlighting the correlation between enhanced board diversity and improved performance. Accordingly, our Nominating Committee also considers diversity of race, ethnicity, gender, age, and cultural background in evaluating director candidates for board membership. In considering candidates for our board, the Nominating Committee considers the totality of each candidate’s credentials in the context of the standards discussed above.

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

		GORDON BETHUNE, 77, Sprint director since 2004; retired Chairman and Chief Executive Officer of Continental Airlines, Inc.
		Committees:   Compensation (Chair) and Nominating

Public Company Board Directorships: Park Hotels & Resorts Inc.

Former Public Company Directorships Held During the Past Five Years: Honeywell International Inc. and Prudential Financial, Inc.

Biography: Mr. Bethune served as Chief Executive Officer of Continental Airlines from 1994 until December 30, 2004 and as Chairman 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, 47, Sprint director since 2014; Executive Chairman of Sprint
		Committees:   None

Public Company Board Directorships: SoftBank Group Corp.

Biography: Mr. Claure was named our Executive Chairman, effective May 31, 2018, and has served on the Sprint board of directors since January 2014. Previously, Mr. Claure served as our President and Chief Executive Officer, serving as President from August 2014 until January 2018 and as Chief Executive Officer from August 2014 until May 2018. Mr. Claure currently serves as Chief Operating Officer of SoftBank Group Corp. and as Chief Executive Officer of SoftBank Group International. In addition, Mr. Claure has served as a director of SoftBank Group Corp. since June 2017 and currently serves as a director of Arm Holdings plc, a subsidiary of SoftBank Group Corp. Prior to joining Sprint, he was Chief Executive Officer of Brightstar, a company he founded in 1997 and grew from a small Miami-based distributor of mobile device accessories into a global business with more than $10 billion in gross revenue for the year ended 2013. Mr. Claure serves as chairman of the board of directors of CTIA -The Wireless Association.

Qualifications: As our Executive Chairman, Mr. Claure provides our board with unparalleled insight into our Company’s operations. In addition, his successful tenure serving as Chief Executive Officer for almost four years, and his continued leadership as Executive Chairman, allows Mr. Claure to serve as the board’s advocate in representing the Company on securing regulatory approval of the Company’s contemplated merger with T-Mobile US, Inc. (T-Mobile). 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

		MICHEL COMBES, 56, Sprint director since January 2018; President and Chief Executive Officer of Sprint
		Committees:   None

Public Company Board Directorships: None

Former Public Company Directorships Held During the Past Five Years: Altice N.V. and Altice USA, Inc.

Biography: Mr. Combes was named our Chief Executive Officer, effective May 31, 2018, and our President, effective January 6, 2018, and has served on the Sprint board of directors since January 2018. Previously, Mr. Combes served as our Chief Financial Officer from January 2018 until May 2018. Mr. Combes has more than 25 years of experience in the telecommunications industry. Prior to joining Sprint, Mr. Combes was CEO and a director of Altice N.V., where he was responsible for telecom, media, and content operations around the world from June 2016 until November 2017. Previously, Mr. Combes served as Chief Operating Officer of Altice N.V. from September 2015 until June 2016, and as CEO and Chairman of Altice SFR Group from September 2015 until November 2017. In addition, Mr. Combes served as a director of Altice USA, Inc. from June 2017 until November 2017. Before joining Altice N.V., Mr. Combes was CEO of Alcatel-Lucent from September 2013 until September 2015. Previously, he served as CEO of Vodafone Europe, Chairman and CEO of TDF Group, and Chief Financial Officer and Senior Executive Vice President of France Telecom.

Qualifications: As our President and Chief Executive Officer, Mr. Combes is able to apprise the board of the operational and financial results as they occur and provide insight into the environment in which the Company operates. Mr. Combes’s experience providing leadership through complex merger and acquisition transactions is particularly valuable to the board. His experience in the telecommunications industry in Europe provides a valuable perspective to our board on best practices and alternative solutions.

		PATRICK DOYLE, 62, Sprint director since 2016; former Chief Financial Officer of DIRECTV
		Committees:   Audit (Chair) and Finance

Public Company Board Directorships: None

Biography: Mr. Doyle served as Chief Financial Officer of DIRECTV from 2007 until DIRECTV’s acquisition by AT&T in 2015, where he was responsible for all internal and external financial affairs within DIRECTV, including accounting, financial planning, treasury, business management, investor relations, audit, and tax. Mr. Doyle joined DIRECTV in 2000 and served in several executive roles before becoming Chief Financial Officer, including as Chief Accounting Officer, Controller, and Treasurer during his tenure at DIRECTV. Previously, he worked at Baker Hughes beginning in 1982 and eventually Hughes Electronics Corporation (the predecessor to DIRECTV) in various tax and corporate development roles. Prior to that, Mr. Doyle worked for four years at the public accounting firm of Deloitte & Touche.

Proposal 1 – Election of Directors

Qualifications: Mr. Doyle’s experience as a senior executive paired with his extensive financial expertise provides our board with valuable insight into the financial and economic issues facing our Company. In addition, Mr. Doyle is able to leverage his understanding of the financial aspects of complex merger transactions, derived while serving as Chief Financial Officer of DIRECTV during its acquisition by AT&T, to provide our board with unique insight.

		RONALD FISHER, 70, Vice Chairman of the Board and Sprint director since 2013
		Committee:   Finance (Chair)

Public Company Board Directorships: SoftBank Group Corp.

Biography: Mr. Fisher has over 30 years of experience 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. Prior to joining SoftBank, Mr. Fisher was the Chief Executive Officer 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. He served for five years as President of Interactive Systems, initially as Chief Operating Officer and then Chief Executive Officer. Mr. Fisher’s experience prior to Interactive Systems includes senior executive positions at Visicorp, TRW, and ICL (USA). Mr. Fisher currently serves as Chairman of Brightstar Global Group Inc. and as a director of Arm Holdings plc, each a subsidiary of SoftBank Group Corp.

Qualifications: Mr. Fisher possesses particular knowledge and experience in technology industries, and with strategic planning and leadership of complex organizations, including at other public companies. In addition, Mr. Fisher’s extensive merger and acquisition experience is particularly essential to our board.

		JULIUS GENACHOWSKI, 56, Sprint director since 2015; Managing Director of The Carlyle Group
		Committee:   Audit

Public Company Board Directorships: Mastercard, Inc.

Biography: Mr. Genachowski is a Managing Director at The Carlyle Group, a private investment company, which he joined in 2014. He served as Chairman of the U.S. Federal Communications Commission (“FCC”) from 2009 to 2013. Prior to serving at the FCC, he held senior executive positions at IAC/InterActiveCorp, which owned and operated multiple Internet and media businesses, and he was engaged with several public and private companies in the technology, media and telecommunications sector as a board member, investor or advisor. He has served on the President’s Intelligence Advisory Board and has taught a joint class at Harvard Business and Law

Proposal 1 – Election of Directors

Schools. Earlier in his career, he worked in Congress for the Select Committee on the Iran-Contra Affair, for then-Representative Charles Schumer, and he was a law clerk to U.S. Supreme Court Justice David H. Souter.

Qualifications: Mr. Genachowski’s experience as a senior executive and director at Internet, media, technology and other companies involved with digital communications, 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, particularly as it applies to the Company’s contemplated merger with T-Mobile. Mr. Genachowski also adds valuable financial knowledge through experience in private equity and at a large operating company and experience with global matters in both the private sector and government.

		Stephen R. Kappes, 66, Sprint director since May 2018; former Deputy Director of the Central Intelligence Agency
		Committee:   Compensation

Public Company Board Directorships: None

Biography: Mr. Kappes serves on the board of directors as the “Security Director” under the National Security Agreement among Sprint, SoftBank, the Department of Justice, the Department of Homeland Security, and the Department of Defense (Security Agreement). Mr. Kappes is a Partner and Chief Operating Officer of Torch Hill Investment Partners, a private equity firm. Previously, Mr. Kappes served as Deputy Director of the Central Intelligence Agency (CIA) from January 2006 until May 2010. During his almost 30 years of service with the CIA, Mr. Kappes served in a variety of leadership positions, including serving as Deputy Director of Operations, Associate Deputy Director of Operations and Associate Deputy Director for Counterintelligence. Before joining the CIA, he was a Captain in the United States Marine Corps. Mr. Kappes has served as a director of two wholly-owned subsidiaries of Sprint since July 2013, including serving on the Government Security Committee. He is also a member of the Board of Directors of the Atlantic Council.

Qualifications: Mr. Kappes’s almost 30 years of service with the CIA, where he served in senior management and leadership positions under two Directors and two Presidential administrations, allows him to provide guidance on national security matters impacting the telecommunications industry. Mr. Kappes also adds valuable financial knowledge through experience in the private sector. In addition to his experience in the public and private sectors, Mr. Kappes is able to leverage his long-standing relationships within the government to effectively lead our Government Security Committee.

Proposal 1 – Election of Directors

		ADM. MICHAEL MULLEN, 71, Sprint director since 2013; former 17th Chairman of the Joint Chiefs of Staff
		Committees:   Compensation and Nominating

Public Company Board Directorships: General Motors Company

Biography: From September 2013 until May 30, 2018, Admiral Mullen served on the board of directors as the “Security Director” under the Security Agreement. On June 1, 2018, Admiral Mullen was appointed to serve as Chairman of the SoftBank Advisory Board, which advises the SoftBank Vision Fund on national security considerations that may arise from certain investments. 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. He also sits on the Board of the Bloomberg Family Foundation.

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

Public Company Board Directorships: SoftBank Group Corp., Alibaba Group Holding Limited and Yahoo Japan Corporation

Biography: Mr. Son founded SoftBank Corp. (now SoftBank Group Corp.) in September 1981 and has been its Chairman and Chief Executive Officer since February 1986. Mr. Son serves in various capacities within SoftBank’s portfolio of companies, including SoftBank Corp. (Japanese Telecommunication Operator) as its Chairman since 2015 and served as its Chairman and Chief Executive Officer from 2006 to 2015. In addition, Mr. Son sits on the board of directors of Yahoo! Japan Corporation, which was established as a joint venture between SoftBank and Yahoo! Inc., and served as its Chairman from 1996 until 2015. Mr. Son has also served as Honorary Chairman of the Broadband Association in Japan.

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. Mr. Son provides expertise, leadership, and strategic direction to the Sprint board.

		SARA MARTINEZ TUCKER, 63, 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., Xerox Corp. and Service Corporation International

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 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 the University of Notre Dame since June 2009, a member of the University of Texas System Board of Regents since May 2015 (currently serving as chairman), and in 2018 was elected as a director of both Nationwide Mutual Insurance Company and Service Corporation International.

Qualifications: Ms. Tucker brings expertise relevant to a large telecommunications company, including her business experience and executive leadership expertise. These skills 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. Further, Ms. Tucker has recent experience in evaluating corporate merger and acquisition options through her public company board service in companies that are active in making acquisitions.

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 are discussed in more detail above.

Our Board of Directors Recommends That You Vote “ FOR” each of  the Directors Nominated In

Proposal 1.

Board Operations

Board Operations

Because we are a controlled company, SoftBank has 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 NYSE listing standards because SoftBank holds more than 50% of our voting power. 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, 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 the event we cease to be a controlled company within the meaning of NYSE’s rules, we would 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 non-employee 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 Chief Legal Officer or our Corporate Secretary, who are our Board Communications Designees, at the following address:

Sprint Corporation

6200 Sprint Parkway

Overland Park, KS 66251

KSOPHF0302-3B679

or email: boardinquiries@sprint.com.

Our board has instructed the Board Communications Designees 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 inappropriate 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. At least one of the Board Communications Designees 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 non-employee directors, as appropriate. The Board Communications Designees 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

On May 31, 2018, Mr. Claure was appointed to the newly-created role of Executive Chairman, after serving almost four years as Chief Executive Officer, and Mr. Combes, our President, was appointed Chief Executive Officer. In light of our previously announced agreement to merge with T-Mobile, these changes were designed to allow Mr. Claure to focus his attention on securing regulatory approval of the contemplated transaction while allowing Mr. Combes to focus his attention on our day-to-day operations and on executing our standalone plan.

Accordingly, our board has determined that it is in the best interest of the Company to designate Mr. Claure as Executive Chairman and for Mr. Fisher to continue to serve as the non-executive Vice Chairman. Mr. Son, who previously served as non-executive Chairman, will no longer serve in that capacity but will continue to serve as a director. Further, in addition to serving in his new role as Chief Executive Officer, Mr. Combes will continue to serve as President and as a director.

We believe our board leadership structure provides the appropriate balance of directors affiliated with SoftBank, independent directors, and Chief Executive Officer—all working together to represent the interests of our entire stockholder base.

Board Operations

In part because of the unique qualifications and skills of our Executive Chairman and Vice Chairman, our board believes that this structure enhances its oversight of 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. Finally, our board believes that Mr. Claure’s service as Executive Chairman enhances management continuity and provides a valuable resource for Mr. Combes as he transitions to Chief Executive Officer.

Independence of Directors

Our board is currently comprised of ten members, five of whom are independent under NYSE rules (Messrs. Bethune, Doyle, Genachowski and Kappes and Ms. Tucker). Admiral Mullen was independent under NYSE rules throughout fiscal year 2017 but ceased to be independent effective as of June 1, 2018, the date he was appointed as Chairman of the SoftBank Advisory Board. 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 or her 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 non-management directors and the Company. Our board observes all criteria for independence established by NYSE.

Executive Sessions

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

Mr. Son presides over the executive sessions of our board. The committee chairperson chairs the executive sessions of his or her committee. If Mr. Son or the committee chairperson is not present, our Vice Chairman or another director is 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 the 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 Code of Conduct, we provide employees with a number of avenues for reporting 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 and Corporate Governance Committee, c/o Sprint Corporation, 6200 Sprint Parkway, Overland Park, KS 66251, KSOPHF0302-3B679, or by email to ethicshelpline@sprint.com. Our Chief Ethics Officer reports regularly on our ethics and compliance program to the Audit Committee and the Nominating Committee, as well as annually to the entire board.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2017, our Compensation Committee consisted of Mr. Bethune and Adm. Mullen. Our Compensation Committee currently consists of Messrs. Bethune and Kappes and Adm. Mullen. None of the members of our Compensation Committee is or has been one of our employees or officers. None of our executive officers currently serves, or during the past fiscal year has served, as a member of the board of directors or compensation committee of another entity that has one or more executive officers serving on our Compensation Committee.

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 charters for each standing committee of our board are 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 in person, except Mr. Son. 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 2017, all directors attended at least 75% 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 50% of such meetings. Mr. Son attended all of the meetings of the board, but was unable to attend several meetings of the Finance Committee due in part to scheduling issues complicated by time zone differences. When Mr. Son was unable to participate in these meetings, he provided our Vice Chairman, Mr. Fisher, with his thoughts in advance of the meetings, and was fully briefed by Mr. Fisher on discussions and decisions that were made during the meetings. Furthermore, Mr. Son has been a very actively engaged board and committee member, having frequent and regular discussions with our Executive Chairman, Vice Chairman, and CEO.

Board Operations

Corporate Responsibility

As a purpose driven company, Sprint has made corporate responsibility a priority. Our corporate responsibility programs 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.

We don’t just want Sprint to be a great place to work; we want our employees to be proud of who they work for and believe in what we do.

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 non-employee 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 non-employee members of Sprint Corporation’s board, with the exception of Messrs. Fisher and Son, who are discussed further below. Our non-employee 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. In recognition of his Vice Chairman activities and in lieu of the amounts described in the table above, including the annual board retainer, RSUs, and meeting fees, Mr. Fisher receives the following:

Other Benefits

We believe that it serves the interests of our Company and our stockholders to provide our directors with communications services. Accordingly, each non-employee director is entitled to receive a reasonable amount of communication services and devices. Non-employee 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.

We do not offer retirement benefits to non-employee directors, except that our communications benefit as described above continues after retirement from board service for such non-employee directors for the period of time our non-employee director served on our board (including service on our predecessor Sprint Nextel Corporation (Sprint Nextel) board).

Our non-employee directors are provided the opportunity to elect before the end of each calendar year to defer the receipt of shares underlying any portion of any RSUs awarded in the following calendar year. Six of our non-employee directors elected to defer the receipt of shares underlying their 2018 RSU awards vesting in 2019.

Stock Ownership Guidelines

Our board believes non-employee 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 interests. Our director stock ownership guidelines currently require non-employee directors, other than SoftBank Affiliate Directors, to hold equity or equity interests equal to at least five times the annual board retainer amount (in other words, $537,500 while the current $107,500 retainer is in place). To the extent any non-employee director has not met this minimum ownership level, each such non-employee 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, 2018, each of our non-employee directors met the stock ownership requirements, except for Mr. Doyle who joined our Board in December 2016 and is making progress towards achieving the stock ownership requirements.

Director Compensation

Fiscal Year 2017 Director Compensation Table

The table below sets forth the compensation earned by our non-employee directors who served during fiscal year 2017.

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. 1301, issued by the Public Company Accounting Oversight Board, or PCAOB.

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 Chief Executive Officer and our Chief Financial Officer, 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, 2018 for filing with the SEC.

The Audit Committee

Patrick Doyle, Chair

Julius Genachowski

Sara Martinez Tucker

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, 2018 (fiscal year 2017), which named executive officers were as follows: Marcelo Claure, who served as our Chief Executive Officer (CEO) throughout fiscal year 2017; Michel Combes, who served as our President and Chief Financial Officer (CFO) in fiscal year 2017; Nestor Cano, Chief Operating Officer (COO); Kevin Crull, Chief Strategy Officer (CSO); Jorge Gracia, Chief Legal Officer (CLO); and Tarek Robbiati, former CFO. Mr. Robbiati’s employment with us ended on January 31, 2018.

Following the end of fiscal year 2017, Mr. Claure was appointed as our Executive Chairman and ceased to serve as our CEO, and Mr. Combes, our President, was also appointed as our CEO, in each case effective as of May 31, 2018.

Compensation Overview

Philosophy and Objectives of Our Executive Compensation Program

Components of Our Executive Compensation Program

The major components of our executive compensation program for fiscal year 2017 were:

Other components of our executive compensation program for fiscal year 2017 include the following benefits:

Executive Compensation

Fiscal Year 2017 Performance

Fiscal year 2017 saw continued progress towards our transformation goals: we generated net income and returned to profitability for the first time in 11 years; our postpaid phone gross additions were the highest in six years; we achieved prepaid net additions for the first time in three years; and we enhanced our network performance to best-ever levels. Throughout the year, Mr. Claure and senior management continued to challenge each member of the Sprint team to work towards implementing and achieving the following transformation pillars:

We continued to demonstrate our commitment to repositioning Sprint in the wireless industry by executing on these imperatives in fiscal year 2017, including:

Executive Compensation

The compensation decisions in the last fiscal year were made to continue to help achieve these transformation pillars, as discussed below, and fiscal year 2017 was a year marked by significant progress towards our goals.

Key Fiscal Year 2017 Compensation Decisions

Base Salary

Base salary is designed primarily to attract and retain employees. Our named executive officers’ salaries are based on a number of factors, including the nature, responsibilities and reporting relationships of the positions that they hold, 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. In fiscal year 2017, the Compensation Committee approved an increase to Mr. Gracia’s annual base salary from $625,000 to $725,000, effective November 11, 2017, based on market data. None of our other named executive officers received a salary increase in fiscal year 2017.

2017 STIC Plan

Our STIC plan is our annual cash incentive plan, which is intended to help 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. Participants generally had to be employed on March 31, 2018 in order to earn STIC plan awards for the fiscal year 2017 performance period. 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. Under the STIC plan, our named executive officers are eligible to receive a target incentive opportunity, expressed as a percentage of base salary. Mr. Combes’s fiscal year 2017 target incentive opportunity was determined using market analytics, and the target opportunities (expressed as a percentage of base salary) for our other named executive officers did not change year-over-year. The target opportunities for the named executive officers for fiscal year 2017 are set forth in the table below.

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 on an objective-by-objective basis 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 targeted performance levels. If our actual performance exceeded the targeted objectives, named executive officers were eligible for a payout in excess of their respective targeted opportunities (but capped at 200% of the target). Similarly, if our actual performance was below the target objectives, but exceeded the minimum threshold levels, named executive officers were eligible for a payout below their respective targeted opportunities. If the minimum aggregate threshold level of performance was not attained, no payments would be earned under the STIC plan. To ensure that the results under the formulaic STIC plan metrics fully reflected the Company’s overall performance for the year, the Compensation Committee retained discretion to adjust payouts at year-end. As described in more detail in our discussion below under “Tax Deductibility of Compensation,” changes made by the 2017 Tax Cuts and Jobs Act generally eliminated the tax deduction exception for performance-based compensation under Section 162(m) of the Internal Revenue Code (IRC). We, however, intend to continue to grant performance awards.

The chart below summarizes the metrics and weightings set for the Corporate 2017 STIC plan in support of the transformational pillars previously discussed.

In determining the amount earned under the STIC plan, each named executive officer’s achievement was measured against Corporate objectives. The Compensation Committee reviewed with management the degree to which each senior officer met certain specific individual performance objectives as well as qualitative assessments of each officer’s performance. The Compensation Committee elected not to make individual performance adjustments with respect to our named executive officers’ 2017 incentive awards, except that (1) the individual performance factor for each of Messrs. Claure and Gracia was increased to 125% in recognition of their substantial contributions to the Company in fiscal year 2017, including their leadership roles in overseeing the negotiation and execution of the Company’s definitive agreement to merge with T-Mobile and, in the case of Mr. Claure, his performance in leading the Company’s continued progress in implementing and achieving the transformation pillars discussed above, and (2) Mr. Robbiati’s individual performance factor defaulted to 75% as a result of his termination pursuant to the design of the 2017 STIC plan.

Executive Compensation

Actual results based on the objectives and targets set for the Corporate 2017 STIC plan are outlined in the table below and resulted in an initial payout level of 96.1% of target opportunity:

Accordingly, the named executive officers received STIC plan payments as follows:

Executive Compensation

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 a 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. Under the 2017 LTIC plan, each of our named executive officers (other than Mr. Claure) is eligible to earn equity-based awards subject to performance-based and/or service-based vesting conditions. In addition, as described in our 2016 proxy statement, the special TIA award granted to Mr. Claure in the fiscal year ended March 31, 2016 served as a three-year award. Accordingly, Mr. Claure did not receive an equity award in fiscal years 2016 and 2017, and Mr. Claure is not entitled to LTIC awards for 2018 based on the terms of this 2015 TIA award.

2017 LTIC Plan. The participating named executive officers’ fiscal year 2017 LTIC plan awards were granted under our Amended and Restated 2015 Omnibus Incentive Plan in the form of time-based restricted stock units (RSUs), performance-based RSUs (pRSUs), and stock options to emphasize the imperative of achieving long-term growth and alignment with stockholder interests. Stock options have value only if Sprint’s stock price increases after the grant date. Allocations of the three types of awards granted under our 2017 LTIC plan are as follows:

Executive Compensation

For fiscal year 2017, each of our named executive officers (except for Mr. Claure, who was not eligible to receive an LTIC plan award for fiscal year 2017 as described above) was granted a target opportunity under the 2017 LTIC plan, as follows:

The Compensation Committee typically grants equity awards under the LTIC plan in May, following a review of the fiscal year budget and an assessment of the factors critical to driving long-term stockholder value. Grants of awards under the 2017 LTIC plan were made in May 2017 (January 2018 for Mr. Combes), with earn-outs of pRSUs granted under the 2017 LTIC plan for the three-year performance period from April 1, 2017 through March 31, 2020 noted below.

Performance-Based RSUs. 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 (but capped at 200% of the target), an earn-out below targeted opportunity may be made if our actual performance is below the target objectives but exceeds the minimum threshold level, and no earn-out would be made if our actual performance does not exceed the minimum threshold level. Earn-outs achieved under the LTIC plan are subject to the Compensation Committee’s negative discretion. As described in more detail in our discussion below under “Tax Deductibility of Compensation,” changes made by the 2017 Tax Cuts and Jobs Act generally eliminated the tax deduction exception for performance-based compensation under Section 162(m) of the IRC. We, however, intend to continue to grant performance awards.

Based on feedback we received in early 2017 from certain of our largest stockholders (other than SoftBank, which already has representation on our board), our Compensation Committee made changes in the design of our 2017 LTIC plan to establish pRSU objectives covering a single three-year performance period rather than our past practice of setting three individual one-year performance periods. This change was designed to further focus our executives on achieving longer-term objectives to drive long-term stockholder returns. Accordingly, grants of pRSUs under our 2017 LTIC plan were allocated to one single three-year performance period (April 1, 2017 through March 31, 2020) and in general will vest, if at all, on May 24, 2020 based on the achievement of the performance-based vesting conditions described below. Accordingly, given the focus on profitability

Executive Compensation

growth, cash flow and subscriber growth for the three-year performance period, the Compensation Committee adopted objectives for the pRSUs for the three-year performance period that were weighted among EBIT Compound Annual Growth, Adjusted Free Cash Flow and End of Period (EOP) Market Share:

With respect to the EBIT Compound Annual Growth Rate metric, the threshold, target and maximum EBIT growth percentage goals for each year of the three-year performance period were established at the beginning of the three-year performance period. For each year of the three-year performance period, the base-year number over which the annual EBIT growth rate performance is measured is the final actual EBIT of the preceding fiscal year. At the end of the three-year performance period ending March 31, 2020, the calculated payout percentages from each of the three years’ performance results are averaged to determine the actual share delivery.

2016 and 2015 LTIC Plans. Prior to implementing the 2017 LTIC plan in fiscal year 2017, our recent practice was to establish pRSU objectives covering three individual one-year performance periods. Accordingly, grants of pRSUs under our 2016 and 2015 LTIC plans were allocated to each of three separate fiscal year performance periods. The objectives established for the second and third annual performance periods of the 2016 and 2015 LTIC plans, respectively, covering our 2017 fiscal year, were generally consistent with the objectives established for the 2017 LTIC plan as discussed above, albeit modified to account for the differing performance periods of the 2016 and 2015 LTIC plans as noted above:

Accordingly, for the fiscal year 2017 performance period under the 2016 and 2015 LTIC plans, cumulative results for the 2016 and 2015 LTIC plan for fiscal year 2017 were as follows, with the earned pRSUs generally scheduled to vest three years from grant date: 8,685; 160,713; 70,952; and 93,718 for Messrs. Cano, Crull, Gracia and Robbiati, respectively. Mr. Claure did not participate in the 2016 and 2015 LITC plans for the reasons discussed above, Mr. Combes did not participate in the 2016 and 2015 LTIC plans because he was hired in January 2018, and Mr. Cano did not participate in the 2015 LTIC plan because he was hired in February 2017.

Executive Compensation

Turnaround Incentive Awards

In fiscal year 2015, Sprint granted TIA awards to Messrs. Claure, Crull, Gracia and Robbiati. In fiscal years 2016 and 2017, Sprint granted TIA awards to Messrs. Cano and Combes, respectively, in connection with their arrivals at Sprint.

The TIA awards, granted in the form of performance-based RSUs, can be earned based on the achievement of specified volume-weighted average prices of our common stock during regular trading on the NYSE over any 150-calendar day period (VWAP Prices) during the performance periods specified in the tables below. The Compensation Committee determined to grant the TIA awards in order to recruit and retain executive officers and focus the leadership team on a common set of objectives driven by the six pillars described above. In addition, all of Sprint’s non-executive employees received TIA awards in fiscal year 2016 or, in the case of non-executive employees hired after September 21, 2016 and employed as of March 31, 2017, a TIA award was granted in fiscal year 2017, to create a cohesive performance incentive among our employees and our executives.

Payouts for the TIA awards granted to the following named executive officers in fiscal years 2015 and 2016 are determined as follows:

Payouts for the TIA award granted to Mr. Combes in fiscal year 2017 are determined as follows:

Executive Compensation

The TIA awards granted to our named executive officers, except for those granted to Mr. Combes, have been earned at a 100% level because we achieved the applicable VWAP Price target, but remain subject to certain vesting requirements based on the schedule set forth below. Although 100% of the target number of shares under the TIA awards have already been earned, 120% of such TIA awards can still be earned if the Company’s stock price equals or surpasses the maximum VWAP Price target of $10.00 during the remainder of the applicable performance period.

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 2017 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 on terms and conditions substantially similar to those that apply for our other employees. We pay all of the costs for some of these benefit plans, and participants contribute a portion of the cost for other benefit plans. We also maintain an employee stock purchase plan, in which our eligible employees, including our named executive officers, are eligible to participate.

Retirement Program. Our retirement program consists of the Sprint Corporation 401(k) Plan, which provided participants with a fixed matching contribution on up to 50% on the first 4% of eligible compensation through December 31, 2017, and effective January 1, 2018, the match was increased to provide a fixed matching contribution on up to 100% of the first 3% of eligible compensation, to help build financial security for their future. The Compensation Committee also has authority to approve an additional discretionary match based on a formula determined by it. For fiscal year 2017, the Compensation Committee set a formula so that if the Company exceeded the fiscal year 2017 EBIT target for the one-year performance period pRSUs, then ten percent of the excess earnings could be utilized to fund a discretionary matching contribution with a maximum contribution equal to four percent of a participant’s eligible compensation. The Company achieved earnings in excess of the fiscal year 2017 EBIT target, which provided for a potential discretionary match of $42.6 million. The Compensation Committee utilized negative discretion to approve a discretionary

Executive Compensation

match in the amount of approximately $13.8 million, equal to 100 percent of participant contributions up to four percent of a participant’s eligible compensation not to exceed $500 per participant. The amount of any matching contributions made to participating named executive officers is included in the “All Other Compensation” column of the Fiscal Year 2017 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 employees 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 and up to 75% of STIC plan payments. We believe this plan helps attract and retain executives by providing them with another tax efficient method to plan for retirement. In addition, executive officer participation in this plan might be able to enable a tax deduction by us for post-termination compensation. None of our named executive officers except Mr. Cano participated in the plan during fiscal year 2017.

Personal Benefits and Perquisites. The 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. In accordance with the Company’s relocation policy applicable to senior executives, the Company provided relocation benefits to executives in connection with the hiring of such executives from various locations. These benefits are summarized in footnote five to the Fiscal Year 2017 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 for security and efficiency purposes. Any unused hours are carried over to the next month, and Mr. Claure is required to pay the full incremental cost (but not the fixed cost) calculated pursuant to federal aviation regulations 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.

Security Program. To promote the safety of certain of our executive officers while not at our offices, we commissioned a security study in 2017. As a result of this study, and because of the high visibility of the Company, the Compensation Committee has authorized a security program for Mr. Claure to address safety concerns due to specific threats to his safety arising directly as a result of his position with the Company. We require that the executive accept such personal security protection because we believe it is in the best interests of the Company and its stockholders that the executive not be vulnerable to security threats to the executive or members of his family. We also believe that the costs of this overall security program are appropriate and necessary. Although we do not consider Mr. Claure’s overall security program to be a perquisite for his benefit for the reasons described above, the costs related to personal security for Mr. Claure at his residence and during personal travel are reported in the “All Other Compensation” column of the Fiscal Year 2017 Summary Compensation Table. The Compensation Committee periodically reviews the amount and nature of executive officers’ security expenses.

Severance Benefits. Pursuant to their employment agreements, our named executive officers are entitled to certain severance benefits upon a qualifying termination of employment that is not in connection with a change in control. We provide these benefits because they are market competitive and assist us in attracting key executives. For more information, please see “Fiscal Year 2017 Potential Payments upon Termination of Employment or Change in Control.”

Executive Compensation

Change in Control. If a transaction that could result in a change in control were under consideration, such as the contemplated merger with T-Mobile, 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, agreement, or plan so that there would be no duplication of benefits. We believe that the benefits upon termination in connection with a change in control to which our named executive officers are entitled, as described in “Fiscal Year 2017 Potential Payments upon Termination of Employment or Change in Control,” are likewise competitive within our peer group.

Employment Agreements and Other Decisions

We have employment agreements with each of our named executive officers. 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 2017 Potential Payments upon Termination of Employment or Change in Control.”

Sign-on and Relocation Bonuses. In connection with his appointment as our President and CFO, Mr. Combes received a $600,000 relocation bonus for establishing a new residence in the Overland Park, Kansas area in accordance with the terms of his employment agreement, which is subject to repayment if his employment with us terminates under certain circumstances prior to January 6, 2020.

Departure of Mr. Robbiati. Mr. Robbiati’s employment with us terminated on January 31, 2018. Pursuant to the terms of his employment agreement, he was entitled to certain severance payments and benefits, as further described in the narrative discussion under “Fiscal Year 2017 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 Frederic W. Cook & Co., Inc. (FW Cook) as its independent compensation consultant. FW Cook provides no services to us other than advisory services for executive and director compensation and has no other relationships with Sprint. FW 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.

Executive Compensation

The Compensation Committee has assessed the independence of FW 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 FW Cook during fiscal year 2017. 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 FW 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 FW Cook frequently communicates with the chair of the Compensation Committee and interacts with all Compensation Committee members without management present.

FW 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 2017. The Compensation Committee has directed that FW Cook provide this advice taking into account our overall executive compensation philosophy as described above. FW Cook prepares the market comparison data discussed below, reviews the results with the Compensation Committee, and provides recommendations and guidance 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, FW Cook annually 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, FW 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 fiscal 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:

Executive Compensation

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 Market Comparison 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 FW 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 Willis Towers Watson, as tailored for Sprint, of approximately 47 participating industry companies all with revenues exceeding $25 billion. The compensation data, and not the identity of the individual companies participating in the surveys for this database, was generally the most significant factor considered by the Compensation Committee with respect to its fiscal year 2017 executive compensation decisions.

Taking into consideration the recommendations of FW 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. Accordingly, the Compensation Committee approved the use of the following 13 companies for its fiscal year 2017 executive compensation market comparison analysis:

AT&T, Inc.; CenturyLink, Inc.; Cisco Systems, Inc.; Comcast Corporation; DXC Technology Company; Intel Corporation; Motorola Solutions, Inc.; Qualcomm Incorporated; Texas Instruments Incorporated; T-Mobile US, Inc.; Charter Communications, Inc.; Verizon Communications Inc.; and Xerox Corporation.

This peer group did not change from fiscal year 2016, except that (1) EMC Corporation was removed from the group as a result of its acquisition by Dell Technologies, (2) Charter Communications, Inc. replaced Time Warner Cable, Inc. as a result of its acquisition of Time Warner Cable, Inc., and (3) DXC Technology Company, which was created by the merger of Computer Sciences Corporation and the Enterprise Services business of Hewlett Packard Enterprise, was added to the group. Sprint’s size positioning remains reasonable in relation to this group because Sprint’s revenue is between the median and 75^th percentile, which is balanced by Sprint’s market capitalization that is near the 25^th percentile. In addition, the group, as a whole, continues to represent a reasonable match to Sprint in business content. The Compensation Committee does not follow a specific formula in making its pay decisions but rather uses market comparison data as a frame of reference. The Compensation Committee does not target a specific percentile in the range of compensation data for each individual or for each component of compensation. The Compensation Committee exercises 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

Executive Compensation

levels, but actual payouts under our variable incentive plans are primarily determined based on formulaic outcomes. The Compensation Committee, however, considers unrealized appreciation in outstanding equity awards when reviewing each executive’s compensation.

Corporate Governance Highlights

We endeavor to maintain stockholder-friendly compensation practices, including with respect to our executive compensation program, which practices 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 or, in the case of Mr. Crull, one times, their respective base salaries. Eligible shares and share equivalents counted toward ownership consist of:

Executive Compensation

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. None of our named executive officers has been with the Company for more than five years, and therefore is not yet subject to the ownership requirement. However, despite not yet being subject to the ownership requirement, all of our continuing named executive officers met the stock ownership guidelines as of March 31, 2018.

2017 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 2017 annual meeting of stockholders, in a non-binding, advisory vote on the frequency of votes on named executive officer compensation, our stockholders voted in favor of an annual vote. Our board considered the outcome of this advisory vote and determined that we will hold future say-on-pay votes on an annual basis. Our board will re-evaluate this determination no later than after the next advisory vote regarding the frequency of future say-on-pay votes, which is required to occur no later than our 2023 annual meeting of stockholders.

At our 2017 annual meeting of stockholders, 99.3% of the votes cast on the say-on-pay proposal were voted in favor of the proposal. The Compensation Committee considered the voting results at discussions among its members during the remainder of its fiscal year 2017 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 2017 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 IRC, as amended (Section 162(m)), limits to $1 million the amount of remuneration that we may deduct from our taxable income in any tax year with respect to certain executive officers (and, beginning in 2018, certain former executive officers). Section 162(m) was amended by the 2017 Tax Cuts and Jobs Act (TCJA) to generally repeal the rule that had allowed us to deduct from our taxable income without regard to the $1 million limit the full value of all “qualified performance-based compensation.” The new tax law, however, provides a transition rule for qualified performance-based compensation and any other compensation paid under written binding contracts in place on November 2, 2017 and not materially modified after that time (grandfathered awards). Our STIC plan, certain of our LTIC plan awards, and certain TIA awards were designed to potentially qualify as “qualified performance-based compensation” if certain requirements are met, including among other things if the maximum number of stock options or full value share awards and the maximum amount of 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 has generally considered Section 162(m) deductibility in designing our compensation program and incentive-based compensation plans. Executive compensation tax deductions unquestionably have, however, been limited under the TCJA, and the Compensation Committee makes no assurance that any performance-based compensation, or compensation paid after termination of service, will be fully deductible for federal income tax purposes. Moreover, even if the Compensation Committee intended to grant compensation that qualifies as “qualified performance-based compensation” under the transition rule of Section 162(m) as amended, Sprint cannot guarantee that such compensation will so qualify or ultimately will be deductible.

Executive Compensation

The awards under our 2017 STIC plan, pRSUs under the LTIC plan, and TIAs were designed so that they may be able to qualify as “qualified performance-based compensation” under Section 162(m). The pRSUs for the first annual performance period of the 2015 LTIC granted to Mr. Gracia on February 3, 2016 were not intended to be qualified performance-based compensation under Section 162(m). The pRSUs for the first annual performance period of the 2016 LTIC plan and a portion of the TIA awards granted to Mr. Cano on February 2, 2017 were not intended to be qualified performance-based compensation under Section 162(m). In addition, all awards made to Mr. Combes were not intended to be qualified performance-based compensation because he was hired after November 2, 2017.

For the 2017 STIC plan, the Compensation Committee comprised of Mr. Bethune and Adm. Mullen 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 (approximately 1% or less) for the performance cycle. Under the tax laws applicable before 2018 (which still generally apply to any grandfathered awards), the Compensation Committee is precluded from exercising upward discretion to the payout achieved under the Section 162(m) objectives. The Compensation Committee then exercised its negative discretion to make payments under the 2017 STIC plan at levels below the payout achieved under the Section 162(m) objectives for the fiscal year 2017 performance period, as guided by the performance metrics discussed under “Key Fiscal Year 2017 Compensation Decisions—2017 STIC Plan.”

For the three-year performance period under the 2017 LTIC plan, the second annual performance period under the 2016 LTIC plan, and the third annual performance period under the 2015 LTIC plan, the Compensation 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 the performance cycle. Under the tax laws applicable to any grandfathered awards, the Compensation Committee is precluded from exercising upward discretion to the payout achieved under the Section 162(m) objective. The Compensation Committee then exercised its negative discretion to set the performance adjustment for the second annual performance period of the 2016 LTIC plan and the third annual performance period under the 2015 LTIC plan at levels below the earn-out achieved under the Section 162(m) objective for the performance period, as guided by the performance metrics discussed under “Key Fiscal Year 2017 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, 2018.

The Compensation Committee

Gordon Bethune, Chair

Adm. Michael Mullen

Stephen Kappes

Executive Compensation

Relationship of Compensation Practices to Risk Management

We annually assess 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 our annual 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 addition, the Compensation Committee’s independent consultant, FW Cook, annually considers risk in all aspects of the plans in which our executives participate and advises the Compensation Committee accordingly. For fiscal year 2017, FW Cook confirmed its view 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 2017 Summary Compensation Table

The table below summarizes the compensation of our named executive officers for fiscal years 2017, 2016, and 2015, as required. The named executive officers for fiscal year 2017 are Marcelo Claure, who served as our CEO throughout fiscal year 2017; Michel Combes, who served as our President and CFO in fiscal year 2017; Nestor Cano, our COO; Kevin Crull, our CSO; Jorge Gracia, our CLO; and Tarek Robbiati, our former CFO.

As further discussed above, following the end of fiscal year 2017, Mr. Claure was appointed as our Executive Chairman and ceased serving as our CEO, and Mr. Combes, our President, was also appointed as our CEO, in each case effective as of May 31, 2018.