Windstream Holdings Inc. of Little Rock on Friday filed details of its final compensation payments to former CEO Jeff Gardner and its new compensation agreement with Gardner’s successor, Tony Thomas.
In an 8-K filing with the U.S. Securities and Exchange Commission, Windstream outlined a pay package worth about $5.1 million for Gardner, who resigned as CEO on Thursday.
The package includes a lump sum payment of $3 million and 250,000 in Windstream shares. Both are due to Gardner within five business days of his last day with the company, Feb. 1.
The value of the shares will be determined based on the stock’s closing price the day of the payment. After Friday’s stock market close of $8.47 per share, those shares were worth $2.1 million.
In exchange, Gardner must agree to confidentiality, non-compete and non-solicitation provisions for one year.
In fiscal 2013, Gardner earned total compensation of $7 million, ranking him 11th on Arkansas Business’ most recent list of executive compensation at Arkansas public companies. That figure, which included a base salary of $1 million, was down from $7.9 million in fiscal 2012.
Windstream also outlined compensation for Thomas.
According to the filing, Thomas, a former CFO, will receive an annual base salary of “not more than” $1 million during an employment contract that began Thursday and ends Dec. 31, 2019.
The filing also said Thomas’ annual bonus opportunity, beginning in fiscal 2015, will not be less than 125 percent of his base salary. On Dec. 19, Thomas will also receive $1 million in restricted company shares. That grant will vest fully on its third anniversary, the company said.
Thomas will also be eligible to participate in company equity incentive, employee benefits and perquisite programs.
In fiscal 2013, Thomas earned total compensation of $2.1 million, up from $1.9 million in the previous year.
Windstream also said its new CFO, Bob Gunderman, will receive an annual base salary of $450,000, effective Sunday, and a time-based restricted share award on Dec. 19, 2014, with a grant date value of $500,000. That award will vest in full on the third anniversary of the date of grant.
Shares of Windstream (Nasdaq: WIN) ended Friday down 9.7 percent $8.47.
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