Windstream 2015 Annual Report Download - page 41

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Deferred Compensation Plans. Windstream’s 2007 Deferred Compensation Plan provides a non-qualified
deferred compensation plan for its executive officers (including the NEOs) and other key employees. The
Compensation Committee adopted this plan as part of its effort to provide a total compensation package that was
competitive with the compensation arrangements of other companies. The plan offers participants the ability to defer
compensation above the IRS qualified plan limits.
Perquisites/Aircraft Use. Effective February 2015, Mr. Thomas is allowed to utilize Windstream’s corporate
aircraft for personal use under a time-sharing arrangement pursuant to which he is obligated to reimburse Windstream
for the incremental cost of such use (which primarily includes costs for fuel, maintenance charges allocable to
such use and contract-pilot charges, and excludes depreciation of the aircraft, general maintenance, compensation
of Windstream’s employee pilots, and other general charges related to ownership of the aircraft). All other NEOs
are permitted limited personal use of Windstream’s corporate aircraft and are allowed to have family members
accompany them on business trips on the aircraft, in each case subject to prior approval of Messrs. Thomas or
Fletcher. The Compensation Committee monitors the use by Mr. Thomas and all other NEOs to ensure the amount
of usage is reasonable. The Compensation Committee believes that personal use of aircraft for Mr. Thomas and all
other NEOs is a reasonable benefit in light of the significant demands that are imposed on their schedules as a result
of their responsibilities to Windstream.
Stock Ownership/Insider Trading Policies
Windstream’s minimum share ownership guidelines apply to Mr. Thomas and all other NEOs. The guidelines
are described in this Proxy Statement under the heading “Stock Ownership Guidelines.” The guidelines are intended
in part to ensure that executive officers retain a sufficient number of shares of Windstream common stock such
that they continue to have a material financial interest in Windstream which is aligned with the stockholders. In
addition, under Windstream’s insider trading compliance policy, directors and executive officers are prohibited,
and employees are discouraged, from engaging in any transaction involving derivative securities intended to hedge
the market risk in equity securities of Windstream other than purchases of long call options or the sale of short put
options that are not closed prior to their exercise or expiration date. The policy also prohibits the purchase of shares
on loan or margin and short sales.
Clawback Policy
Windstream’s clawback policy requires executive officers to repay or forfeit performance-based compensation
under certain conditions. Effective January 1, 2013, the policy covers the following types of compensation: annual
or short-term incentive compensation, performance-based restricted stock or units, other performance-based
compensation, and such other compensation as may be designated by resolution to be subject to the policy. The policy
does not cover time-based restricted stock or severance benefits awarded under a change-in-control agreement.
Under the policy, each executive officer is required to forfeit or repay covered compensation, to the fullest extent
permitted by law, if all of the following conditions are met: (i) Windstream financial statements filed during an
executive officer’s employment become subject to a restatement; (ii) the Board determines that fraud caused or
significantly contributed to the need for the restatement; (iii) the Board determines that the restatement applies
to the covered compensation; and (iv) the Board determines in its sole discretion that it is in the best interests of
Windstream and its stockholders for the executive officer to repay the covered compensation. The policy is limited to
compensation that is vested or paid based on the achievement of financial results that subsequently become subject to
restatement. The Board can determine that a restatement applies to covered compensation if the vesting or payment
of such compensation was based on the achievement of financial results that were subsequently the subject of a
restatement, and the amount of compensation that would have been received by the executive officer had the financial
results been properly reported, after giving effect to the restatement, would have been lower than the amount actually
received. Each executive officer is required to sign an agreement that he or she has received, read and understood the
policy. In addition, the policy provides that repayment and forfeiture remedies are not the exclusive remedies and that
Windstream may pursue every other right or remedy at law or in equity available.