Windstream 2012 Annual Report Download - page 11

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 past service as Chairman of the Windstream Board and its Governance
Committee, current service on Windstream’s Compensation Committee, and prior service as a director of other public
companies (including service as Chairman of the compensation and audit committees of such 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 59, has served as a director of Windstream since 2006 and a member of the Audit
Committee since August 2012. From July 2006 to February 2010, he served as Chairman of the Windstream Board.
Beginning in May 2013, Mr. Frantz will serve as the Audit Committee Chairman. Mr. Frantz has served as Chairman of
Central Bank (a community bank in Little Rock, Arkansas) since February 2007, as non-executive Chairman of Swyft
Technology, LLC (a software-as-a-service technology provider in Jacksonville, Florida) since February 2010, and as a board
member of Recover Gear, LLC (an athletic apparel company specializing in compression/recovery gear branded “100% Play
Harder” in Ponte Vedra Beach, Florida) since June 2012. 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.
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 several private companies 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. Based on his role as Chairman of two private commercial businesses, including
a regulated commercial bank, his service on the Windstream Audit Committee and prior service as an executive officer at
Alltel, the Windstream Board has determined that Mr. Frantz qualifies as an “audit committee financial expert,” as defined by
the rules of the SEC.
Jeffery R. Gardner, age 53, is President and Chief Executive Officer of Windstream. Mr. Gardner was appointed
to his current position in December 2005, and he has served as a director of Windstream since its formation in 2006. He
previously served as executive vice president and chief financial officer of Alltel Corporation. He joined Alltel in 1998 when
it merged with 360° Communications.
Mr. Gardner is a member of the Business Roundtable, an association of chief executive officers of leading U.S.
companies. He also is Chairman of the United States Telecom Association. He serves on the board of directors of RF Micro
Devices, Inc., Arkansas Children's Hospital, Darlington School, and Loras College. He serves as Chairman of the Arkansas
Research Alliance and as Chairman of the advisory board for the University of Arkansas for Medical Sciences (UAMS)
Center for Distance Health. He also serves on the foundation board at UAMS. Mr. Gardner was named a national finalist for
the Ernst & Young LLP Entrepreneur of the Year 2010® Award in telecommunications. Mr. Gardner earned a degree in
finance from Purdue University and an MBA from William and Mary and is a certified public accountant.
The Board believes it is important that Windstream’s Chief Executive Officer serve on the Board, as the position of
Chief Executive Officer puts Mr. Gardner in a unique position to understand the challenges and issues facing Windstream.
Mr. Gardner’s qualifications for election to the Board include the same demonstrated leadership skills and experience that
qualify him to serve as Chief Executive Officer of Windstream. Mr. Gardner has worked in the telecommunications industry
for more than 25 years and is executing a focused strategy to transform Windstream into the premier enterprise
communications and service provider in the United States and to create value for its stockholders. Under his leadership,
Windstream has completed nine acquisitions since its spin-off from Alltel in 2006, adding more than $4 billion in revenue
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