Windstream 2015 Annual Report Download - page 6

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DIRECTOR NOMINEES
The following table contains information about the nine director nominees for election to our Board of Directors.
Each of the nominees is currently a director of Windstream, and the chart reflects the Committee composition that
will be in effect as of the date of the Annual Meeting.
Name Age Director Since Independent Audit Committee Governance Committee Compensation Committee
Jeffrey T. Hinson,
Chairman of the Board 61 2006 Yes
Tony Thomas
President & CEO 44 2014 No
Carol B. Armitage 58 2007 Yes
Samuel E. Beall, III 65 2006 Yes
Jeannie Diefenderfer 55 2016 Yes
William G. LaPerch 60 2014 Yes
Larry Laque 58 2016 Yes
Michael G. Stoltz 65 2014 Yes
Alan L. Wells 56 2010 Yes
Member Chair Financial Expert
Judy K. Jones and William A. Montgomery have advised the Board that they will not stand for re-election at
the Annual Meeting. Accordingly, their service as directors will end at the Annual Meeting. We acknowledge with
gratitude the years of service of Ms. Jones and Mr. Montgomery on the Board and their invaluable contributions to
Windstream.
The Governance Committee of the Board oversees the director nomination and recruitment process. In connection
with this responsibility, the Governance Committee engaged SpencerStuart, a nationally recognized executive
and director search firm and consultant on corporate governance matters, to assist the Committee in identifying
and evaluating potential director candidates. At the conclusion of SpencerStuart’s engagement, the Governance
Committee made a recommendation to the Board regarding new director candidates, and the Board expanded its
size and appointed Jeannie Diefenderfer and Larry Laque to the Board on February 9, 2016. Ms. Diefenderfer and
Mr. Laque are experienced executives who bring extensive knowledge and insight to the Board.
CORPORATE GOVERNANCE
Windstream is committed to good corporate governance, which promotes the long-term interests of
stockholders, strengthens the accountability of the Board of Directors and management, and helps to build public
trust in Windstream. Key corporate governance practices include:
Board Independence
• 8 out of 9 director nominees are independent
• CEO is the only management director
• The independent members of the Board regularly meet without the presence of
management
Board Composition
• Director resignation policy for directors who fail to receive majority of votes cast
• Regular assessment of Board performance through board and committee self-
evaluations and periodic third-party evaluations
• Governance Committee takes a leading role in considering Board structure and
refreshment in light of company circumstances