Windstream 2013 Annual Report Download - page 30

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MANAGEMENT COMPENSATION
Compensation Discussion and Analysis
General. This Compensation Discussion and Analysis provides information regarding the compensation paid
to our Chief Executive Officer, Chief Financial Officer and certain other executive officers who were the most
highly compensated in fiscal year 2013. These individuals, referred to as “named executive officers” or “NEOs,” are
identified below:
• Jeffery R. Gardner, President and Chief Executive Officer
• Anthony W. Thomas, Chief Financial Officer
• Brent Whittington, Chief Operating Officer
• John P. Fletcher, Executive Vice President and General Counsel
• J. David Works, Jr., Executive Vice President – Chief Human Resources Officer
Compensation Philosophy. Windstream’s executive compensation program is designed to achieve the following
objectives:
• Provide a high correlation between pay and performance;
• Align management’s interests with the long-term interests of Windstream’s stockholders; and
• Provide competitive compensation and incentives to attract and retain key executives.
Below we highlight certain executive compensation practices we employ to further these objectives. Also listed
below are certain compensation practices we do not employ because we believe them to be inconsistent with our
compensation objectives.
What We Do:
• Equity-Based Compensation – A substantial portion of total NEO compensation is paid in equity-based
compensation in the form of restricted stock and restricted stock units, whose value is directly correlated to
the performance of our stock. This practice achieves a strong alignment between interests of management
and our stockholders.
• At-Risk Compensation – At least 73% of NEO pay, and 85% for our CEO, is contingent upon achievement
of certain corporate performance goals.
• Clawback Policy – We maintain a clawback policy that allows us to recover incentive compensation that
is derived from financial statements filed with the SEC that are subsequently subject to restatement and
certain other conditions are satisfied.
• Robust Stock Ownership Guidelines – We have robust stock ownership guidelines that apply to all
executive officers and require that, among other things, our CEO own Windstream stock valued at 10
times his base salary.
• Independent Compensation Consulting Firm – The Compensation Committee benefits from its utilization
of an independent compensation consulting firm which provides no other services to the Company.
• Regular Review of Share Utilization – We evaluate share utilization by reviewing overhang levels (dilutive
impact of equity compensation on our stockholders) and annual run rates (the aggregate shares awarded
as a percentage of total outstanding shares).