Windstream Compensation: Down For Jeff Gardner, Up For Other Execs

by Luke Jones  on Friday, Mar. 7, 2014 4:54 pm  

Total compensation for Windstream Holdings Inc. CEO Jeffrey Gardner was down by almost $1 million in 2013 compared to 2012, but other named executive officers saw their compensation increase.

With a base salary of $1 million, stock awards of $5 million, almost $1 million in incentives and other compensation of $90,840, Gardner made just above $7 million in 2013.

The numbers were released in Windstream's proxy statement, filed Friday with the U.S. Securities & Exchange Commission.

In 2012, Gardner made almost $8 million. The changes came mostly from about $200,000 less in stock awards and $245,000 less in incentives. Gardner's base salary in 2012 was $998,000.

Salary and stock awards for the other executives went up, while incentives went down. CFO Tony Thomas received $2.12 million; COO Brent Whittington, $2.77 million; and EVP, General Counsel and Secretary John Fletcher, $2.11 million.

J. David Works, EVP and chief human resources officer, became a named executive officer in 2013. He realized $1.29 million.

According to the proxy, the dips in incentive pay had to do with dips in Windstream's revenue between 2012 and 2013. Windstream's revenue in 2013 was $5.99 billion, down 2 percent from 2012.

Severance Pay

Also noted in the proxy was example severance payouts for the company's executives in case Windstream were to be acquired. The payments were calculated using Dec. 31 as the example time period.

Gardner, for example, would receive $7 million in cash, a $1.35 million bonus, $56,122 cash equivalent for health care premiums, $50,000 in outplacement services and $7 million in accelerated vesting of restricted shares for a total of $15.5 million.

Notably, one proposal for the company's annual meeting of shareholders suggests limiting the amount of restricted shares that executives could receive if the company is acquired.

"We are unpersuaded by the argument that executives somehow 'deserve' to receive unvested awards," the proposal states. "To accelerate the vesting of unearned equity on the theory that an executive was denied the opportunity to earn those shares seems inconsistent with a 'pay for performance' philosophy worthy of the name."



Please read our comments policy before commenting.