Windstream 2006 Annual Report Download - page 24

perquisites for financial planning expense reimbursement, Windstream believes that good financial planning by
experts can reduce the amount of time and attention that senior management must spend on that topic and can
help maximize the net financial reward to the employee of compensation received from Windstream.
Compensation of Directors
Prior to July 17, 2006, independent members of the Valor Board of Directors received an annual cash
retainer of $45,000, payments of $1,250 for each board meeting attended in person, $625 for each board meeting
attended telephonically, $5,000 annually for acting as a committee member ($10,000 for acting as audit
committee chairperson and $7,500 for acting as compensation committee chairperson), $1,000 for each
committee meeting attended in person and $500 for each committee meeting attended telephonically. In addition,
each independent member of the Valor Board of Directors received an up-front grant of 9,705 restricted shares
pursuant to Valor’s 2005 Long-Term Equity Incentive Plan. These restricted shares were scheduled to vest over
the three years following their issuance at 33% per year; however, they vested upon the closing of the merger
with Spinco on July 17, 2006. In addition, Mr. Cole, Vice Chairman of Valor prior to July 17, 2006, received the
compensation described above for serving as a member of the Valor Board of Directors and also received
$300,000 pursuant to an agreement agreed to by Valor prior to the merger.
The following table shows the compensation paid to the Vice Chairman and the independent members of
the Valor Board of Directors for the period from January 1, 2006 to July 17, 2006 for their service as a director to
Valor. The following table does not reflect the compensation paid to Mr. deNicola for his service on the Spinco
Board of Directors from June 2006 to July 17, 2006:
VALOR DIRECTOR COMPENSATION TABLE
Name
Fees Earned or
Paid in Cash
($)
Stock Awards
($)(1)
All Other
Compensation
($)
Total
($)
Anthony J. deNicola 57,925 61,570 - 119,495
Kenneth R. Cole 39,425 61,570 300,000 400,995
Sanjay Swani 55,550 61,570 - 117,120
Norman W. Alpert 52,450 61,570 - 114,020
Stephen B. Brodeur 54,550 61,570 - 116,120
Michael Donovan 53,200 61,570 - 114,770
Edward Lujan 54,425 61,570 - 115,995
M. Ann Padillo 56,632 61,570 - 118,202
Federico Pena 52,575 61,570 - 114,145
Edward J. Heffernan 65,700 61,570 - 127,270
(1) All stock award amounts for restricted stock reflect 2006 compensation expense calculated in accordance
with SFAS 123(R), and the valuation was determined based on the fair market value ($14.16) of the shares on the
date of grant (April 15, 2005).
During 2006 commencing July 17, 2006, all Windstream non-employee directors received the following
compensation: (1) an annual cash retainer of $60,000, (2) a cash fee of $1,750 for each Board and committee
meeting attended, (3) an initial grant of $60,000 in restricted stock under the Windstream 2006 Equity Incentive
Plan in connection with his or her appointment to the Board and (4) an annual grant of $60,000 in restricted stock
under the Windstream 2006 Equity Incentive Plan. The restricted shares granted to non-employee directors vest if
the grantee continues to serve on the Board for the period beginning on the date of grant and ending on the first
anniversary of the date of grant or, if earlier, if the grantee dies or becomes permanently disabled while serving on
the Board or a change of control of Windstream occurs. In addition, each non-employee director who serves as chair
of a Board committee received the following indicated annual cash fee: Audit Committee Chair — $12,500,
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