Windstream 2015 Annual Report Download - page 18

16 |
• With respect to compensation matters, the Compensation Committee has assessed the risks that could
arise from its compensation policies for all employees, including employees who are not officers, and has
concluded that such policies are not reasonably likely to have a material adverse effect on Windstream. To
the extent that Windstream’s compensation programs create a potential misalignment of risk incentives,
the Compensation Committee believes that it has adequate compensating controls to mitigate the potential
impact of any such misalignment. These compensating controls include strong internal controls over
financial reporting, robust stock ownership guidelines, a clawback policy for senior executives, a three-
year vesting cycle for equity-based compensation, and contingent vesting of performance-based equity
awards based upon the achievement of long-term performance objectives. 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 North Rodney Parham Road, Little Rock, Arkansas 72212.
Stockholder Communications. Stockholders and other interested parties may contact the Board of Directors, a
Board committee, a particular group of directors (e.g., our non-management directors), or individual members of the
Board, including the Chairman of the Board, by mail addressed to the Board, the committee, the group of directors
or the named individual, c/o Corporate Secretary, 4001 North Rodney Parham Road, Little Rock, AR 72212. In
general, any communication delivered to the Corporate Secretary for forwarding to the Board, a committee, a group
of directors or a named individual will be forwarded in accordance with the stockholder’s or other interested party’s
instruction, except that we reserve the right not to forward any abusive, threatening or otherwise inappropriate
materials.
Compensation of Directors. Windstream’s director compensation program, 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.
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. As a result of review, in February 2016, the
Board of Directors changed its compensation period from a calendar year to the period of the date of the
annual meeting of stockholders to the day before the annual meeting of stockholders the following year
(in summary, from May to May each year). The restricted shares granted to non-employee directors in
February 2014 vested on March 1, 2015, and in February 2015 on March 1, 2016. The directors received
a pro-rata grant in February 2016 that will vest on or about May 12, 2016, and will receive a new grant
in May 2016 that will vest in May 2017 if the director continues to serve on the Board during the grant
period, or earlier, if the director dies or becomes permanently disabled while serving on the Board or a
change of control of Windstream occurs.
• 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, and Ms. Diefenderfer and Mr. Laque received such pro-rated compensation
in February 2016 upon joining the Windstream Board of Directors.