Windstream 2013 Annual Report Download - page 21

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compensating controls include strong internal controls over financial reporting, robust stock ownership guidelines,
a clawback policy for senior executives, and a three-year vesting cycle for equity-based compensation. The result is
a strong alignment between the interests of management and stockholders.
Corporate Governance Documents. Windstream’s Corporate Governance Board Guidelines, its code of ethics
policy entitled “Working With Integrity,” and the charters for the Audit, Compensation and Governance Committees
are available on the Investor Relations page of our website at www.windstream.com/investors. Copies of each of
these documents are also available to stockholders who submit a request to Windstream Holdings, Inc., ATTN:
Investor Relations, 4001 Rodney Parham Road, Little Rock, AR 72212.
Stockholder Communications. Stockholders and other interested parties may contact the Chairman of the
Board, a Board Committee or the non-management directors of the Windstream Board of Directors by writing to
Windstream Holdings, Inc., ATTN: Chairman of the Board, the Board Committee or Non-Management Directors,
c/o Corporate Secretary, 4001 Rodney Parham Road, Little Rock, AR 72212.
Compensation of Directors. In February 2013, the Windstream Board modified the director compensation
program to (1) eliminate meeting fees and to increase the annual cash retainer from $60,000 to $85,000 in light of this
change, (2) increase the amount of the annual grant of restricted stock from $80,000 to $100,000, and (3) increase the
amount of annual retainer fees for the Committee Chairmen. The Compensation Committee reviewed the results of
Pearl Meyer’s outside directory compensation study and made the changes to remain consistent with other industry
and peer group compensation structures. The new structure keeps average total compensation consistent with the
25th percentile of market. 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 2013, the chairman of the Audit, Governance and Compensation Committee
received an annual cash retainer of $30,000, $22,000 and $22,000, respectively, and the remaining members of the
Audit, Governance and Compensation Committee received an annual cash retainer of $15,000, $10,000 and $10,000
respectively. The Board Chairman received an additional annual cash retainer of $100,000. All non-employee
directors have the option to elect to receive any cash retainer in the form of Windstream Common Stock.
Board members receive pro-rated amounts of the annual cash retainer and the annual restricted stock grant for
the portion of the first year in which they are appointed or elected to serve as a Board member or Committee Chair.
The following table shows the compensation paid to the non-employee directors of the Windstream Board
during 2013:
Name
Fees Earned or
Paid in Cash
($) Stock Awards ($) (1)
Change in Pension
Value and Non-
Qualified Deferred
Compensation
Earnings
($)
All Other
Compensation
($) (2) Total ($)
Carol B. Armitage 136,000 99,993 N/A 308 236,301
Samuel E. Beall, III 115,000 99,993 N/A 308 215,301
Dennis E. Foster 151,000 99,993 N/A 308 251,301
Francis X. (“Skip”) Frantz 127,000 99,993 — (3) 308 227,301
Jeffrey T. Hinson 227,000 99,993 N/A 308 327,301
Judy K. Jones 124,000 99,993 N/A 308 224,301
William A. Montgomery 111,000 99,993 N/A 308 211,301
Alan L. Wells 118,000 99,993 N/A 308 218,301
(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) Amount is for travel insurance available for all directors.
(3) The pension value for the Windstream Pension Plan and Benefit Restoration Plan decreased $293,607 combined
due to commencement of payments in 2013.