Windstream 2011 Annual Report Download - page 57

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Windstream has adopted a written policy for the review and approval of related party transactions. The
Governance Committee is responsible for the review and approval of transactions covered by the policy,
although transactions can also be approved by the disinterested members of the Board of Directors.
Under the policy and subject to the exceptions noted below, the Governance Committee or the Board
must approve any transaction in which Windstream is a participant, the amount involved equals or exceeds
$120,000, and the transaction is required to be disclosed under SEC rules regarding related party transactions. To
be approved, the transaction must be on terms comparable to those that could be obtained in arm’s length
dealings with an unrelated third party or is otherwise determined to be fair and in the best interests of
Windstream. The persons covered by the policy are Windstream’s directors, director nominees, and executive
officers, immediate family members of any of the foregoing, and any entity that is controlled by any of the
foregoing persons.
During 2011, Windstream engaged Touchwood Technologies of Little Rock, Arkansas to perform
information technology consulting services including website development and email fulfillment and paid
Touchwood approximately $177,000 for these services. The brother of John Eichler, who is Vice President-
Controller and an executive officer of Windstream, is an employee with Touchwood and performs services for
Touchwood on engagements with Windstream. John Eichler has had no involvement in Windstream’s
relationship with Touchwood or Windstream’s procurement decisions for this vendor. Windstream believes that
the engagements with Touchwood are on market terms that are comparable or more favorable to those that could
be obtained in arm’s length dealings with unrelated third parties. The Governance Committee of the Board of
Directors approved the terms of the Touchwood engagement for 2011 in accordance with Windstream’s
procedure for the review and approval of related party transactions involving officers.
Except for the foregoing Touchwood relationship during 2011, there were no commercial transactions
between related parties and Windstream that required disclosure in this proxy statement.
Transactions covered by the policy do not include the provision of services, the sale of products or other
transactions conducted by Windstream in the ordinary course of business and on terms generally available to
employees or customers. Covered transactions also do not include an employment or service relationship
involving a director or executive officer and any related compensation resulting from that relationship that is
approved by Windstream’s Compensation Committee or is disclosed in the proxy statement pursuant to the
SEC’s executive compensation rules. Additionally, covered transactions do not include employment relationships
of immediate family members of executive officers as long as the immediate family member is not also an
executive officer and is not related to the Chief Executive Officer or a director. Any employment relationships
with immediate family members of executive officers that are not subject to the policy require the approval of the
Chief Executive Officer. The Governance Committee also receives an annual report disclosing the terms of all
related party transactions including transactions that do not require pre-approval by the Committee. The
following is a summary of certain employment relationships occurring during 2011 involving Windstream,
certain of its executive officers and certain members of their immediate family. Windstream believes the terms of
the following employment relationships are comparable to terms that would have been reached by unrelated
parties in arm’s-length transaction.
David Martin is the brother-in-law of Brent Whittington, who is Chief Operating Officer and an executive
officer of Windstream. Mr. Martin served as a Director of Business Solutions for Windstream during 2011. For
2011, Windstream paid Mr. Martin total compensation of $176,162 comprised of salary, commissions, the value
of restricted stock granted during 2011, Company contribution to the Windstream 401K plan, and Windstream’s
portion of healthcare premiums.
Wendy Raney is the wife of William Grant Raney, who is Executive Vice President – Operations and an
executive officer of Windstream. Ms. Raney served as Vice President of Customer Service for Windstream
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