Windstream 2011 Annual Report Download - page 11

Dennis E. Foster, age 71, 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 serves on 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’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 his prior service as a director of other public
companies (which directorships include past service as chairman of Windstream’s governance committee
and current service as a member of its compensation committee, and past service as chairman of the
compensation committee and audit committee of other public companies), 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 58, has served as a director of Windstream since 2006 and served as
Chairman of the Board of Windstream from its formation in 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
August 2012). Mr. Frantz has served as Chairman of Central Bank (a community bank) in Little Rock,
Arkansas, since February 2007 and as non-executive Chairman of Swyft Technology, LLC, fka XSell,
LLC (a software-as-a-service technology provider) 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 the United States Telecom
Association. Until Mr. Frantz qualifies as “independent” in August 2012, 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
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 the United States Telecom Association provides Mr. Frantz with
additional experience and insight in telecommunications policy and regulation. Through his current
involvement with a financial services company and 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,
government policy and regulation, and capital market transactions, in addition to the specific aspects of
the telecom industry.
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