Windstream 2013 Annual Report Download - page 23

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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 60, has served as a director of Windstream since 2006 and serves as
Chairman of the Audit Committee. From July 2006 to February 2010, he served as Chairman of the Windstream
Board. Mr. Frantz has served as Chairman of Central Bank (a community bank in Little Rock, Arkansas) since
February 2007, and also serves as a director of a number of other privately held companies. 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 a number of 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 a
director of various private commercial businesses, including serving as chairman of 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 54, 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 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. From 2012 to 2013, he served as Chairman of the United States Telecom
Association. 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 and creating approximately $300 million in operating and capital
synergies. Mr. Gardner’s service on the boards of another public company and several non-profit organizations also
provides him with a broad perspective on the challenges and opportunities facing Windstream and the communities
it serves.