Windstream 2010 Annual Report Download - page 11

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 serves
on the Compensation and Governance Committees of YRCW (Yellow Roadway Corporation Worldwide)
and is 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 57, 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 Swyft
Technology, LLC (a provider of interaction management 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 being a member of 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
telecommunications industry. Mr. Frantz’s over 15-year career as a senior telecom executive in various
capacities provides him with a thorough understanding of all aspects of Windstream’s business, and his
service as a director and Chairman of USTelecom provides Mr. Frantz with additional experience and
insight in telecommunications policy and regulation. Through his current position as Chairman of an
emerging technology company and his prior role as Chairman of Windstream and, before that, as a senior
executive at Alltel Corporation, Mr. Frantz has extensive experience in corporate governance, mergers
and acquisitions, risk management, and capital market transactions, in addition to the specific aspects of
the telecom industry.
Jeffery R. Gardner, age 51, President and Chief Executive Officer of Windstream since July 2006.
Mr. Gardner has been a director of Windstream since July 2006 and was a director of Alltel Holding
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