Windstream 2010 Annual Report Download - page 31

(4) On May 5, 2010, Mr. Reed retired from the Board and did not stand for re-election to the Board due to
reaching the mandatory retirement age pursuant to the Company’s Corporate Governance Board Guidelines.
(5) Mr. Wells joined the Windstream Board in June 2010 and received an initial grant in the amount of $80,000
in restricted stock, and a prorated amount of the 2010 annual cash and stock retainers.
Compensation of Named Executive Officers
The following table shows the compensation paid during all of 2010 by Windstream to Windstream’s
President and Chief Executive Officer, Windstream’s Chief Financial Officer, and Windstream’s other three
most highly compensated executive officers who were serving as executive officers on December 31, 2010.
SUMMARY COMPENSATION TABLE
Name and
Principal Position Year
Salary
($)
Bonus
($)
Stock
Awards
($)
(2)(3)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
($)
(4)
All Other
Compensation
($)
(5)
Total
($)
Jeffery R. Gardner
President and
CEO
2010 991,000 -0- 3,517,827 2,242,347 472,454 78,786 7,302,414
2009 991,000 -0- 3,407,571 920,002 395,899 112,918 5,827,390
2008 984,000 -0- 2,931,930 1,787,554 228,408 106,027 6,037,919
Anthony W. Thomas
CFO (1)
2010 404,712 -0- 1,158,753 524,587 13,991 24,520 2,126,563
2009 308,077 -0- 212,124 155,152 7,614 22,107 705,074
Brent Whittington
COO
2010 593,269 -0- 1,640,334 868,881 7,344 40,670 3,150,498
2009 519,231 -0- 770,406 357,418 7,180 54,265 1,708,500
2008 492,308 -0- 652,200 631,326 2,471 43,977 1,822,282
John P. Fletcher
EVP, General
Counsel & Secretary
2010 436,298 -0- 1,376,457 637,180 -0- 30,501 2,480,436
2009 412,500 -0- 520,357 268,063 -0- 38,280 1,239,200
2008 409,615 -0- 442,031 520,844 -0- 47,324 1,419,814
Cynthia B. Nash
Chief Information
Officer (1)
2010 317,308 -0- 788,297 318,590 -0- 16,310 1,440,505
(1) Mr. Thomas was not a named executive officer for 2008 and Ms. Nash was not a named executive officer in
2008 or 2009.
(2) All stock award amounts for restricted stock granted by Windstream reflect the fair value calculated in
accordance with FASB ASC topic 718. The fair value reflects the expected future cash flows of dividends and
therefore dividends on unvested shares are not separately disclosed. The information provided in the Stock
Awards column does not reflect the manner in which the Compensation Committee viewed or determined the
equity compensation values for the named executive officers. Specifically, under applicable SEC rules, the grant
date fair values for the performance-based restricted stock is calculated based on the stock price when the target
for each performance period is set. As a result, from the standpoint of allocating compensation to a particular
fiscal period, there is a disparity between the value approved by the Compensation Committee and the amounts
reported above. No options have been granted by Windstream.
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