Regulatory Filing Details Compensation For Windstream’s Gardner, Thomas

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by Talk Business & Politics staff ([email protected]) December 14, 2014 9:36 pm 294 views 

A SEC filing indicates that recently resigned Windstream Holdings CEO Jeff Gardner will be entitled to roughly $5.1 million in compensation before he exits the company completely in February 2015.

Gardner and Windstream made the abrupt announcement of his departure last Thursday with former CFO and REIT president Tony Thomas succeeding Gardner at the top post. Details of Thomas’ compensation were also outlined in the 8-K filing made to the Securities and Exchange Commission.

The agreement provides that Gardner’s base salary and benefit levels in effect as of December 11, 2014 will continue through the separation date on February 1, 2015. Gardner will serve in a consulting role to Thomas through a short transition period.

Some key provisions of Gardner’s compensation plan include:

  • He will not be eligible to participate in Windstream’s annual or long-term incentive programs for 2015 or to receive additional compensation for his services as a member of the board of directors;
  • Windstream will “pay or provide” Gardner’s severance benefits due under his employment agreement with the company;
  • The company will also “accelerate vesting” of 250,000 equity awards [Windstream shares] allocated to the 2014 performance period.

“All of Mr. Gardner’s remaining equity awards, in the amount of 706,945 [shares], will lapse as of the effective date of the agreement,” the SEC filing states.

Thomas, who has already begun a management reshuffle, has an employment date through Dec. 31, 2019 with annual reviews. The regulatory filing detailed that his salary would not be “less than $1,000,000 and his target annual bonus opportunity, commencing with the 2015 fiscal year, will not be less than 125% of his base salary.”

“On December 19, 2014, Mr. Thomas will receive a time-based restricted share award from [Windstream] Holdings with a grant date value of $1,000,000, which award will vest in full on the third anniversary of the date of grant,” the filing also reported. He will be eligible for other employee benefits and perks and arrangements “no less favorable” than those provided to other senior executives of Windstream.