Windstream 2009 Annual Report Download - page 9

Mr. Beall’s qualifications for election to the Board include his ability to provide the perspective of an
active chief executive officer of a public company, which gives him unique insights into Windstream’s
challenges and opportunities. As a current chief executive officer of a public company and a director of
several private businesses, he has insight on managing complex business operations, overseeing business
risk, designing compensation programs that motivate people, and developing national advertising
campaigns.
Dennis E. Foster, age 69, has served as Chairman of the Board of Windstream since February 2010.
From July 2006 to February 2010, he served as Lead Director, and Mr. Foster continues to perform the
role of Lead Director in his role as Chairman. Mr. Foster was a director of Alltel Holding Corp. (a
predecessor corporation to Windstream) from June 2006 to July 2006. Mr. Foster serves as Chairman of
the Governance Committee and is a member of the Compensation Committee. Mr. Foster is a principal in
Foster Thoroughbred Investments (thoroughbred racing, breeding and training operations) in Lexington,
Kentucky, which he joined in June 1995. Mr. Foster served as a director of Alltel Corporation from 1998
through 2006. Prior to his retirement in 2000, Mr. Foster held a number of leadership positions in the
telecommunications industry, including President and Chief Executive Officer of 360° Communications
and Senior Vice President of the Local Telecommunications Division of Sprint Corporation, and he has
over 40 years of experience in the telecommunications industry. Mr. Foster is also a director and
Chairman of the Compensation Committee of YRCW (Yellow Roadway Corporation Worldwide) and a
director and Chairman of the Audit Committee of NiSource Inc.
Mr. Foster’s qualifications for election to the Board include his ability to provide the insight and
perspectives of a successful and long-serving senior executive in the telecommunications industry.
Having formerly served as president and chief executive officer of a telecommunications company, he has
insight on managing people, overseeing business risk and understanding financial statements. As a result
of currently serving as Chairman of Windstream and as a director of two other public companies (which
directorships include serving as Chairman of Windstream’s Governance Committee and a member of its
Compensation Committee, Chairman of YRCW’s compensation committee, and Chairman of NiSource
Inc.’s audit committee), Mr. Foster also has particular experience with corporate governance issues, as
well as the capital markets, the challenges of financing in the current economy and the merger and
acquisitions environment.
Francis X. (“Skip”) Frantz, age 56, has served as a director of Windstream since 2006 and served as
Chairman of the Board of Alltel Holding Corp. from December 2005 to July 2006 and of Windstream
from July 2006 until February 2010 when, to enhance Windstream’s corporate governance profile,
Mr. Frantz and the Board determined to select a Chairman who is “independent”, as defined by applicable
stock exchange rules (because of compensation arrangements implemented in connection with the 2006
spin-off of Windstream from Alltel Corporation, Mr. Frantz is not “independent” and, as currently
defined, would not qualify as “independent” until 2013). Mr. Frantz has served as Chairman of XSell,
LLC (a provider of customer interaction technology) in Jacksonville, Florida, since February 2010. Prior
to January 2006, Mr. Frantz was Executive Vice President-External Affairs, General Counsel and
Secretary of Alltel Corporation. Mr. Frantz joined Alltel in 1990 as Senior Vice President and General
Counsel and was appointed Secretary in January 1992 and Executive Vice President in July 1998. While
with Alltel, he was responsible for Alltel’s mergers and acquisitions negotiations, wholesale services
group, federal and state government and external affairs, corporate communications, administrative
services, and corporate governance, in addition to serving as Alltel’s chief legal officer. Mr. Frantz served
as the 2006 and 2007 Chairman of the Board and of the Executive Committee of USTelecom, a telecom
trade association. Because Mr. Frantz is not “independent”, he is disqualified, under applicable stock
exchange rules, from serving on the Audit, Compensation, or Governance Committees.
Mr. Frantz’s qualifications for election to the Board include his ability to provide insight and perspective
on a wide range of issues facing business enterprises based on his long tenure as a senior executive in the
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