US Cellular 2008 Annual Report Download - page 55

For comparison purposes, the following shows the total compensation for 2007 and 2006 calculated
on a comparable basis:
2007
Total Compensation using Grant
Date Values ................ $3,926,987 $1,022,464 $ 2,106,618 $1,608,766 $1,094,665
2006
Total Compensation using Grant
Date Values ................ $3,311,762 N/A $ 1,442,796 $1,009,249 $ 879,698
As indicated above, if 2008 compensation is instead calculated using the grant date value of awards,
rather than the FAS 123R expense of award, Mr. Rooney’s total compensation for 2008 would have been
$4,146,169 and the total compensation for 2008 for the other named executive officers would have
ranged from a high of $2,652,481 to a low of $1,356,964. Using this approach, Mr. Rooney’s total
compensation for 2008 is approximately 1.6 times the total compensation of the next highest
compensated named executive officer with respect to 2008.
This disparity between the compensation of the President and the other named executive officers,
and the disparities in compensation among the other named executive officers, can be explained by
differences in U.S. Cellular’s policies or decision-making regarding executive compensation. As noted
herein, U.S. Cellular’s overall compensation objectives are to (i) support U.S. Cellular’s overall business
strategy and objectives; (ii) attract and retain high quality management; (iii) link individual compensation
with attainment of individual performance goals and with attainment of business unit and U.S. Cellular
objectives; and (iv) provide competitive compensation opportunities consistent with the financial
performance of U.S. Cellular. Also, as noted herein, U.S. Cellular determines the amount of compensation
to pay or provide to each named executive officer considering compensation practices of peers and
other companies with similar characteristics, in order to support U.S. Cellular’s overall business strategy
and objectives. As noted herein, U.S. Cellular recognizes that it must compensate its executive officers in
a competitive manner comparable to similar companies in order to attract and retain high quality
management, attain business objectives and financial performance and increase shareholder value.
Considering the foregoing, U.S. Cellular recognizes that it needs to and believes that it should
compensate the President and CEO at a level that considers the compensation of presidents and CEOs
of similar companies, which compensation is higher than the compensation of other named executive
officers of such companies. U.S. Cellular believes that this is necessary to attract and retain a highly
qualified person to serve as President and CEO and to compete successfully against other companies. A
level of compensation similar to that paid to the President and CEO is not necessary to attract and retain
and is not appropriate for the other named executive officers. However, U.S. Cellular recognizes that it
needs to and believes that it should compensate the other named executive officers at levels that reflect
the compensation of similarly situated positions at similar companies in order to attract and retain high
quality persons for such positions at U.S. Cellular. In addition, other factors have an impact on the
amount of compensation of each particular executive officer, as discussed in detail above. For instance,
an officer who far exceeds expectations would generally have a higher relative level of compensation for
his particular function than an executive officer who did not exceed expectations, all other things being
equal. Further discussion of the basis for compensation levels of the individual executive officers based
on U.S. Cellular’s performance, the executive officer’s contribution to such performance, and the
executive officer’s individual performance is set forth elsewhere in this Compensation Discussion and
Analysis.
The Chairman and the Stock Option Compensation Committee believe that the elements of
compensation and total compensation of the named executive officers have been set at appropriate
levels considering the foregoing principles.
Other Benefits and Plans Available to Identified Officers
The identified executive officers participate in certain benefits and plans, as described below.
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