US Cellular 2008 Annual Report Download - page 21

‘‘Non-Employee Director’’ within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934,
as amended.
The Stock Option Compensation Committee of our board of directors currently consists of J. Samuel
Crowley, Ronald E. Daly and Paul-Henri Denuit. The principal functions of the Stock Option
Compensation Committee are to consider and approve long-term compensation for executive officers
and to consider and recommend to our board of directors new long-term compensation plans or
changes in existing plans. The Stock Option Compensation Committee held three meetings during 2008.
A copy of the current charter of the Stock Option Compensation Committee is not available on U.S.
Cellular’s web site and, accordingly, is attached hereto as Exhibit A.
The Stock Option Compensation Committee may delegate power and authority to the Chairman of
U.S. Cellular or any executive officer of U.S. Cellular or as otherwise permitted by any applicable
long-term incentive plan, except that the Stock Option Compensation Committee may not delegate its
power and authority with respect to the long-term compensation of executive officers of U.S. Cellular who
are subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended, or as
otherwise provided in any applicable long-term incentive plan.
The executive officers who are subject to Section 16 requirements are set forth under the caption
‘‘Executive Officers’’ in this proxy statement. Except with respect to such persons, the Company’s
long-term incentive plan does not otherwise currently restrict the ability of the Stock Option
Compensation Committee to delegate its power and authority. As a result, currently the Stock Option
Compensation Committee may delegate its power and authority to the Chairman or any executive officer
of U.S. Cellular except with respect to the long-term stock compensation of the persons identified under
the caption ‘‘Executive Officers’’.
The Stock Option Compensation Committee has not delegated any authority with respect to the
executive officers identified in the below Summary Compensation Table.
Compensation Consultant
Towers-Perrin is U.S. Cellular’s primary compensation consultant and is engaged by the U.S. Cellular
Human Resources department, rather than by the Chairman who functions as the compensation
committee, or the Stock Option Compensation Committee. U.S. Cellular’s Human Resources Department
supports the Chairman and the Stock Option Compensation Committee in their functions, and uses
information produced by the consultant in such support. In 2008, such consultant did not provide any
advice as to director compensation and only provided advice as to compensation of officers and
employees.
In 2008, the role of such compensation consultant in determining or recommending the amount or
form of executive officer compensation was to provide recommendations on the type and amount of
compensation to be granted to officers and non-officers.
The nature and scope of the assignment, and the material elements of the instructions or directions
given to such consultant with respect to the performance of its duties under its engagement, were to
make recommendations based on external benchmarking data obtained from its executive compensation
survey database. See ‘‘Benchmarking’’ in the below Compensation Discussion and Analysis.
Director Compensation
Neither LeRoy T. Carlson, Jr. nor the Stock Option Compensation Committee approves director
compensation. It is the view of the U.S. Cellular board of directors that this should be the responsibility
of the full board of directors. In particular, only non-employee directors receive compensation in their
capacity as directors and, as a result, the view of the U.S. Cellular board of directors is that all directors
should participate in such decisions, rather than only the Chairman or only some or all of the
non-employee directors. U.S. Cellular does not have any stock ownership guidelines for directors.
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