Windstream 2015 Annual Report Download - page 33

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The Company received positive stockholder support in 2015 via the annual Say on Pay vote, and it hopes to
obtain continued stockholder support this year and in future years. The Compensation Committee believes the solid
results for 2015 were indicative of a tight linkage between pay and performance and that the changes we have adopted
for 2016 will further strengthen this linkage as we move forward. Additionally, we highlight the following practices
that we believe further demonstrate our commitment to sound governance principles and responsible practices with
respect to executive compensation for executive officers:
What We Do What We Don’t Do
• Significant portion of pay “at risk”
• Robust stock ownership requirements
• Clawback policy
• Anti-Pledging and Anti-Hedging Policies
• Independent Compensation Consultant
• Excessive perquisites or special perquisites for
former executives
• Excessive severance benefits
• Single-trigger equity acceleration
• Excise tax gross ups
• Dividends on unvested performance-based
restricted stock
Say on Pay. Stockholders at the 2016 Annual Meeting will be asked to approve, on an advisory basis, the
compensation of our NEOs. Stockholder advisory votes on executive compensation are currently solicited on an
annual basis.
The following are key considerations that stockholders should take into account when assessing our executive
compensation program. The Company:
executed a focused operational strategy which is driving improved financial results
• implemented a business segment structure with clear, focused strategies
• improved financial performance and met financial guidance
allocated capital and returned value to stockholders
• significantly enhanced its network capabilities by completing key broadband network upgrades
to improve our internet service offerings and expanding the carrier network to focus on key
growth areas
• returned a dividend to our shareholders and repurchased 7.5 million shares of our common stock,
over7%oftheoutstandingshares,whichsuchsharerepurchasesdidnotimpactshort-termor
long-term incentive payouts for NEOs because the performance measures (Total Service Revenue
and Adjusted OIBDAR) were not impacted by the repurchase program
optimized the balance sheet
• completed the spin-off of CS&L and divested the data center business at an attractive valuation,
enabling us to reduce debt by $3.5 billion
• improved its debt maturity profile and reduced interest expense
How We Determine Compensation
Compensation Committee. Windstream’s Compensation Committee is presently comprised of Samuel E.
Beall, III, as Chair, William G. LaPerch, William A. Montgomery, and Alan L. Wells. The Windstream Board
has determined that each member of the Compensation Committee is an independent director under NASDAQ
listing standards and a “non-employee director” for purposes of Section 16 of the Exchange Act and Messrs. Beall,
LaPerch and Montgomery are considered “outside directors” as defined in Section 162(m) of the Internal Revenue
Code and comprise the 162(m) subcommittee. Assuming their election to the Board at the upcoming Annual
Meeting, as of the date of the Annual Meeting, the members of the Compensation Committee will be Mr. LaPerch,