Windstream 2014 Annual Report Download - page 37

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derive value from future stock price appreciation due to the high-dividend, low-growth profile of Windstream. In
addition, PBRSUs are eligible for deduction for tax purposes under Section 162(m) of the Internal Revenue Code. The
table below provides more details regarding the time-based restricted stock and PBRSUs granted in 2014:
Stock Award
Percentage of Total
LTI Awards
in 2014 Vesting Dividend Treatment
Time-Based
Restricted Stock
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NEOs (other than
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Gardner
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years subject to continuous
employment by Windstream
through March 1, 2017
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right to receive any cash
dividends paid with respect
to the restricted shares
during the vesting period
Performance-
Based Restricted
Stock Units
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NEOs (other than
Mr. Gardner)
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Gardner
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period with each year set as a
separate performance period
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set each year
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thresholds are met and the
executive is still employed on
the date of vesting
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paid out only when and if the
performance conditions are
satisfied
The Windstream Board of Directors delegated responsibility for administration of the Equity Plan, including
the authority to approve awards, to the Compensation Committee. It is the Compensation Committee’s policy to
review and approve all annual equity compensation awards to directors, executive officers, and all other eligible
employees at its first regularly scheduled meeting of each year, which typically occurs each February. In determining
the number of shares of restricted stock or performance-based restricted stock to award to any individual under the
Equity Plan, the Compensation Committee divides the approved grant value for such individual by the closing stock
price of Windstream Common Stock on the date that the Compensation Committee approves the award (rounded
down to the nearest whole share). As a matter of policy, the Compensation Committee does not approve awards of
equity compensation through the adoption of a unanimous written consent in lieu of a meeting.
In the first quarter of 2014, the Compensation Committee approved the amounts and types of equity-based
compensation awards described below to the named executive officers. As with other elements of compensation,
the Compensation Committee based individual equity-based incentive awards on such individual’s contributions
to Windstream and the market level of compensation for such position without benchmarking against a
specific percentile.
Named Executive Officer
2014 Grants of
Time-Based
Restricted Stock ($)
2014 Grants of Performance-Based
Restricted Stock Units
Threshold ($) Target ($)
Total Amount,
Including Possible
Overachievement
($)
Anthony W. Thomas 750,000 (1) 375,000 750,000 1,125,000
Robert E. Gunderman 149,997 (1) 74,999 149,997 224,996
John P. Fletcher 599,995 299,998 599,995 899,993
J. David Works, Jr. 374,996 187,498 374,996 562,494
John C. Eichler 129,997 64,999 129,997 194,996
Jeffery R. Gardner — 2,324,998 4,649,995 6,974,993
Brent Whittington 799,996 399,998 799,996 1,199,994
(1) These amounts do not include the retention grants of $999,993 and $499,996 made in December 2014 to Messrs.
Thomas and Gunderman in connection with their appointments to President and Chief Executive Officer and
Chief Financial Officer and Treasurer, respectively. These special retention grants are not considered part of
our annual compensation program.