Windstream 2006 Annual Report Download - page 25

Compensation Committee Chair — $10,000 and Governance Committee Chair — $12,500. During 2007, the
annual cash fee for the Compensation Committee Chair will be $12,500. Board members receive pro-rated amounts
of the annual cash retainer, committee chair fees and the annual restricted stock grant for the portion of the first year
in which they are appointed or elected to serve as a Board member or Committee Chair. The foregoing
compensation program for non-employee directors applied during 2006 to service on the Spinco Board prior to
July 17, 2006 and the Windstream Board following July 17, 2006 and will continue to apply during 2007.
The following table shows the compensation paid to the non-employee directors of the Spinco Board and
Windstream Board during 2006:
WINDSTREAM DIRECTOR COMPENSATION TABLE
Name Fees Earned or
Paid in Cash
($)
Stock Awards
($) (1)
All Other
Compensation
($) (3)
Total
($)
Samuel E. Beall, III 11,750 (2) 142 11,892
Anthony J. deNicola 56,584 - - 56,584
Dennis E. Foster 59,981 39,580 142 99,703
Jeffrey T. Hinson 52,500 39,580 142 92,222
Judy K. Jones 49,000 39,580 142 88,722
William A. Montgomery 54,250 39,580 142 93,972
Frank E. Reed 56,292 39,580 - 95,872
(1) As of December 31, 2006, each non-employee director other than Mr. Beall held 7,539 unvested shares of
restricted stock granted under the Windstream 2006 Equity Incentive Plan. All stock award amounts in the table
above reflect 2006 compensation expense calculated in accordance with SFAS 123(R), and such expense was
determined based on the price per share of $12.60 of Windstream common stock, which was the closing stock
price on the date of grant of the restricted stock. All stock awards include the 2006 compensation expense related
to the $60,000 initial retainer and $34,991 for the pro-rated amount of the 2006 annual retainer for service
commencing on the date of appointment to the Spinco Board, which was June 1, 2006 for all independent
directors except Mr. Beall.
(2) Mr. Beall was appointed to the Board of Directors on November 7, 2006. At the February 6, 2007
meeting of the Compensation Committee, Mr. Beall was granted restricted stock that included a grant value of
$70,000 representing his initial retainer and his pro-rated 2006 annual retainer of restricted stock under
Windstream’s director compensation program.
(3) Includes payments for travel insurance available for all directors under the age of 70.
Mr. Frantz, Chairman of the Board of Directors, retired as an employee of Windstream effective as of
December 31, 2006, but continues to serve as Chairman of the Board. During 2007, Mr. Frantz will receive the
same compensation received by all other non-employee directors plus an annual supplemental cash retainer in the
amount of $25,000.
Windstream entered into a letter agreement, dated November 7, 2006, with Mr. Frantz regarding post-
retirement health care benefits. Under the letter, commencing no later than May 1, 2008 (the date on which
Mr. Frantz’s access to continuation coverage as required under the Consolidated Omnibus Budget Reconciliation
Act of 1985 (“COBRA”) is expected to expire), Windstream agreed to offer Mr. Frantz a 30-day period to enroll
in coverage under Windstream’s retiree medical insurance contract with United Healthcare (“SMRP II”) for
Mr. Frantz and his “eligible dependents” (as defined in the letter). If Mr. Frantz enrolls in the SMRP II, then
coverage under the SMRP II will begin immediately following the expiration of the applicable COBRA
continuation period and continue for Mr. Frantz’s lifetime. At any time after Mr. Frantz’s enrollment in SMRP II,
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