Windstream 2014 Annual Report Download - page 19

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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 North Rodney Parham Road, Little Rock, AR 72212.
Compensation of Directors. Windstream’s director compensation program, which has been in place since
2013, consists of: (1) a cash retainer of $85,000; (2) a restricted stock grant of $100,000; (3) an additional retainer
of $100,000 for the Chairman of the Board of Directors; (4) additional retainers of $22,000 for the chairs of the
Governance and Compensation Committees and $30,000 for the chair of the Audit Committee; and (5) additional
retainers of $10,000 for members of the Governance and Compensation Committees and $15,000 for members of
the Audit Committee. The restricted shares granted to non-employee directors vest if the grantee continues to serve
on the Board for the period beginning on the date of grant and ending on March 1 of the following year or earlier, if
the grantee dies or becomes permanently disabled while serving on the Board or a change of control of Windstream
occurs. All non-employee directors have the option to elect to receive any cash retainer in the form of Windstream
Common Stock. The Compensation Committee periodically reviews outside director compensation data provided
by its independent compensation consultant, Pearl Meyer & Partners, LLC, to ensure our director compensation
program is consistent with industry and peer group practices.
Board members generally receive pro-rated amounts of the annual cash retainer and the annual restricted
stock grant for the portion of the first year in which they are appointed or elected to serve as a Board member or
Committee Chair.
The following table shows the compensation paid to the non-employee directors of the Windstream Board
during 2014:
Name
Fees Earned or
Paid in Cash
($)
Stock Awards
($) (1)
Change in Pension
Value and Non-
Qualified Deferred
Compensation
Earnings
($)
All Other
Compensation
($) (2)
Tota l
($)
Carol B. Armitage 122,000 99,992 N/A 247 222,239
Samuel E. Beall, III 107,000 99,992 N/A 247 207,239
Francis X. (“Skip”) Frantz 115,000 99,992 364,003 (3) 247 579,242
Jeffrey T. Hinson, Chairman 185,000 99,992 N/A 247 285,239
Judy K. Jones 110,000 99,992 N/A 247 210,239
William G. LaPerch 29,671 131,224 N/A 247 161,142
William A. Montgomery 105,000 99,992 N/A 247 205,239
Michael G. Stoltz 31,233 131,224 N/A 247 162,704
Alan L. Wells 110,000 99,992 N/A 247 210,239
Dennis E. Foster 95,000 99,992 N/A 247 195,239
(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) Amount reflects change in pension value for the Windstream Pension Plan and Benefit Restoration Plan.