Windstream 2010 Annual Report Download - page 30

Compensation of Directors
During 2010, Windstream non-employee directors received the following compensation: (1) an annual
cash retainer of $60,000, (2) a cash fee of $2,000 for each Board and committee meeting attended, except that no
fees are paid for periodic informational update meetings and Governance Committee meetings, and (3) an annual
grant of $80,000 in restricted stock under the Equity 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 February 15 of the following year or earlier, if the grantee dies or becomes permanently disabled while
serving on the Board or a change of control of Windstream occurs. In addition, in 2010, the chairs of the Audit
and Compensation Committees received additional annual cash retainers of $20,000 and $15,000, respectively.
The Board chairman received an annual cash retainer of $100,000. Beginning in 2011, all non-employee
directors have the option to elect to receive any cash retainer in the form of Windstream Common Stock.
Board members receive pro-rated amounts of the annual cash retainer, committee chair fees and the
annual restricted stock grant for the portion of the first year in which they are appointed or elected to serve as a
Board member or Committee Chair.
The following table shows the compensation paid to the non-employee directors of the Windstream Board
during 2010:
DIRECTOR COMPENSATION
Name
Fees Earned or
Paid in Cash
($)
Stock Awards
($) (1)
Change in Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($) (2)
Total
($)
Carol B. Armitage 86,000 79,990 -0- 170 166,160
Samuel E. Beall, III 88,000 79,990 -0- 170 168,160
Dennis E. Foster 188,000 79,990 -0- 672 268,662
Francis X. Frantz 78,000 79,990 203,306(3) 639 361,935
Jeffrey T. Hinson 106,000 79,990 -0- 406 186,396
Judy K. Jones 88,000 79,990 -0- 170 168,160
William A. Montgomery 101,000 79,990 -0- 170 181,160
Frank E. Reed(4) 88,000 79,990 -0- 170 168,160
Alan L. Wells(5) 49,000 106,657 -0- 170 155,827
(1) All stock award amounts in the table above reflect the aggregate fair value on the grant date based on the
closing price per share of Windstream Common Stock on the date of grant of the restricted stock, computed in
accordance with FASB ASC topic 718.
(2) Includes payments of $170 for travel insurance available for all directors and imputed income for personal
use of the corporate aircraft for Messrs. Foster, Frantz, and Hinson in the amounts of $502, $469 and $236,
respectively.
(3) Amount reflects change in pension value of $203,306 for the Windstream Pension Plan and Benefit
Restoration Plan. During 2010, there were no above-market earnings as defined by SEC rules on a deferred
compensation balance of $18.0 million. Mr. Frantz received these benefits under arrangements that were
approved by Alltel prior to the spin-off and that were assumed by Windstream as part of the spin-off in exchange
for cash payments from Alltel totaling the amount of the benefit obligation at the time of the spin-off. On
February 1, 2010, Windstream distributed the total balance, net of applicable withholding taxes, to Mr. Frantz as
a lump sum distribution of his deferred compensation arrangement.
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