Windstream 2015 Annual Report Download - page 38

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Each year NEOs receive a portion of their total direct annual compensation in the form of long-term equity-
based incentive compensation. All Windstream equity compensation awards are issued as either time-based
restricted stock or performance-based restricted stock units (PBRSUs) under the Windstream Amended and Restated
2006 Equity Incentive Plan (“Equity Plan”). Windstream has not issued any stock options or other forms of equity
compensation to its directors, executive officers or other employees. 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 2015:
Stock Award
Percentage of Total
LTI Awards
in 2015 Vesting Dividend Treatment
Time-Based
Restricted Stock • 50%forall
NEOs (other than
Mr. Eichler)
• 100%for
Mr. Eichler
• Vest ratably over three
years subject to continuous
employment by Windstream
through March 1, 2018
• Executive officers have the
right to receive any cash
dividends paid with respect
to the restricted shares
during the vesting period
Performance-Based
Restricted Stock
Units
• 50%forall
NEOs (other than
Mr. Eichler)
• 0%for
Mr. Eichler
• Vest ratably over a three-year
period with each year set as a
separate performance period
• Performance measures set each
year
• Vest only if the performance
thresholds are met and the
executive is still employed on
the date of vesting
• Dividends are accrued and
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). Typically, 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 2015, the Compensation Committee approved the amounts and types of equity-based
compensation awards described below to the NEOs. 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
2015 Grants of
Time-Based
Restricted Stock ($)
2015 Grants of Performance-Based
Restricted Stock Units
Threshold ($) Target ($)
Total Amount,
Including Possible
Overachievement
($)
Tony Thomas 1,249,996 624,998 1,249,996 1,874,994
Robert E. Gunderman 449,993 224,997 449,993 674,990
John P. Fletcher 599,994 299,997 599,994 899,991
J. David Works, Jr. 449,993 224,997 449,993 674,990
John C. Eichler 259,999 — — —
David M. Redmond (1) 324,990 162,495 324,990 487,485
(1) As a result of Mr. Redmond’s resignation in 2015, all of his equity awards lapsed.