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May 28, 2014 To elect seven directors to hold office until the next annual meeting of stockholders and until their respective successors have been elected and qualified; To consider and vote upon the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, To consider the advisory vote to approve named executive officer compensation (“Say On Pay”); and To transact such other business as may properly come before the Annual Meeting and at any adjournment(s) or postponement(s) thereof. MAY 28, 2014 7, 2014 April 1, 2014. by marking, signing, dating and returning a proxy card; via the Internet by following the voting instructions on the proxy card or the voting instructions provided by your broker, bank or other holder of record of shares of common stock. Internet voting procedures are designed to authenticate your identity, allow you to vote your shares, and confirm that your instructions have been properly recorded. If you submit your vote by Internet, you may incur costs associated with electronic access, such as usage charges from Internet access providers and telephone companies; by telephone by following the voting instructions on the proxy card or the voting instructions provided by your broker, bank, or holder of record of shares of common stock; or in person by attending the Annual Meeting. We will distribute written ballots to any stockholder who wishes to vote in person at the Annual Meeting. present. If a quorum is not present at the Annual Meeting, we expect that the Annual Meeting will be adjourned or postponed to solicit additional proxies. Except with respect to the election of directors and in certain other specific circumstances, the affirmative vote of a majority of votes cast by the holders of all of the shares having voting power present in person or represented by proxy at a duly held meeting at which a quorum is present is required under our Bylaws for approval of proposals presented to stockholders. In general, our Bylaws also provide that a quorum consists of a majority of the shares issued and outstanding and entitled to vote, the holders of which are present in person or represented by proxy. The Inspector will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum but abstentions will not count as votes cast and therefore, abstentions will have no effect on the quorum, but also will not count as votes cast and therefore, broker non-votes will have no effect on the outcome of any of the proposals. Delivering written notice of revocation to the Company, Attention: Sharon Woods Keisling, Secretary and Treasurer (“Secretary”); Delivering a duly executed proxy bearing a later date to the Company; or Attending the Annual Meeting and voting in person. forwarding solicitation material to such beneficial owners. Proxies may also be solicited by certain of our directors, executives and regular employees, without additional compensation, personally or by telephone. We have retained Georgeson Inc. (a subsidiary of Computershare Limited) to solicit proxies from brokerage firms, banks and institutional holders. Total fees relating to services provided for the proxy solicitation will be approximately $18,000. has also 2014. 2014. 2015. Say-On-Pay vote in making future executive compensation decisions. 2013. July 23, 2013 either in person or by telephone. Board examined the commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships of each member. The Board’s inquiry extended to both direct and indirect relationships with our Company. Based upon both detailed written submissions by members of the Board and discussions regarding the facts and circumstances pertaining to each member, considered in the context of applicable NASDAQ corporate governance rules, the Board has determined for the year ended December 31, M = Member at the 2013 Annual Meeting. Mr. Butterfield was elected by the stockholders as a director on July 23, 2013. Audit Fees(a) Audit-Related Fees(b) Tax Fees(c) All Other Fees(d) Total The audit fees (including out-of-pocket expenses) for the years ended December 31, Audit-related fees that were paid to our independent registered public accounting firm related Tax fees All other fees that were paid to our independent registered public accounting firm in 2012 related to the review of SEC comment policy except for $79,433 of audit fees in 2013 which have not yet been approved by the Audit Committee. Chair 2014. 2013 (amounts reflect the compensation changes effective July 1, 2013 as discussed above): Royce Yudkoff(a) Nicholas A. Gallopo(b) Christopher D. Heim(c) Brian O’Reilly(a) Matthew Oristano(a) Samme L. Thompson(a) Included in the column Included in the column of experience in the telecommunications industry with financial or consulting positions at several publicly traded companies. These experiences included employment from 1989 to 1999 at Qwest Communications International Inc. and a predecessor company LCI International, Inc., both domestic telecommunications providers, as well as employment from 1999 to 2001 at Global TeleSystems, Inc., an international provider of communication services. Mr. Endsley provided consulting and forensic accounting support at a large telecommunications company from 2002 to 2004. Prior to his career in the telecommunications industry, Mr. Endsley was employed by a large international public accounting firm to provide accounting, auditing and consulting services to utility and communication companies in the United States. Ending cash balance of Revenues of Earnings before interest, taxes, depreciation, amortization, accretion and impairment (“EBITDA”) of Operating cash flow (“OCF”) as defined by the Company of Bookings of We maintained the base salaries for all of our NEOs We established an annual performance based practices with respect to selected aspects of our CEO’s compensatory arrangements which included employment agreement provisions, pay levels and compensation mix. We Attract and retain individuals of superior ability and managerial talent; Ensure compensation is aligned with our corporate strategies, business objectives and the long-term interests of our stockholders; Achieve key strategic and financial performance measures by linking incentive award opportunities to attainment of performance goals in these areas; and Focus executive performance on increasing the price of our common stock and maximizing stockholder value, as well as promoting retention of key staff, by providing a portion of total compensation opportunities in the form of direct ownership in our Company through RSUs that are payable in our common Base Salary 2011 STIP(a) 2009 LTIP A review of this peer group indicated that the targeted pay delivery to our CEO was well-aligned with market in terms of the emphasis on base salary versus variable compensation (short-term and long-term incentive compensation). However, the current pay structure emphasized short-term incentive compensation versus long-term incentive compensation. December 31, 2017. 2014. STIP compensation in the event certain specified and pre-established corporate performance goals are achieved. The Compensation Committee believes that the payment of the annual STIP compensation provides incentives necessary to retain executives and reward them for short-term Company performance based on our strategic position in the wireless telecommunications and software industries. were software OCF, total consolidated revenue, operations bookings and software revenue for software operations. OCF Consolidated Revenue Paging Revenue Operations Bookings Total Wireless Business(a) Software Business(a) OCF is calculated as segment operating income plus depreciation, amortization and accretion OCF(b) Consolidated Revenue Paging Revenue Operations Bookings Total The Compensation Committee selected the performance criteria as key measures in determining stockholder value. The relative weight assigned to each performance measure reflects the judgment of the Compensation Committee as to the importance each measure has to stockholder value. OCF is calculated as segment operating income plus depreciation, amortization, accretion and impairment less purchases of property and equipment (all determined in accordance with U.S. GAAP). goals. date. under "USA Mobility, Inc. Equity Incentive Plan". The table below details Vincent D. Kelly CEO Shawn E. Endsley CFO James H. Boso Bonnie Culp Thomas G. Saine The The number of RSUs initially awarded to Mr. 2013 Vincent D. Kelly Shawn E. Endsley James H. Boso Bonnie Culp Thomas G. Saine Amounts shown represent base salaries earned for the applicable year. Amounts shown represent the compensation expense for the Additional information is provided in the “All Other Compensation” table below. 2011: Vincent D. Kelly(a) Shawn E. Endsley James H. Boso Bonnie Culp Thomas G. Saine All perquisite amounts shown in the table were for car allowances. 2013. Vincent D. Kelly Shawn E. Endsley James H. Boso Bonnie Culp Thomas G. Saine Amounts Equity Incentive Vincent D. Kelly Shawn E. Endsley James H. Boso Bonnie Culp Thomas G. Saine The RSUs awarded under the Market or payout values of the us and we have not historically sought to structure out incentive compensation programs as “performance-based compensation” for purposes of Code Section 162(m). 2013. cash. A disability benefit equal to 50 percent of the base salary during the disability period; All other unpaid amounts under any Company fringe benefit and incentive compensation programs, at the time such payments are due; An amount equal to the product of (i) the number of years (and/or fraction thereof) remaining in the term of the employment agreement as of the date of termination, times (ii) the full base salary then in effect payable within 45 days after the date of termination; An amount equal to the product of (i) a fraction based on the prorated number of days earned in the calendar year as of the date of termination, times (ii) the annual STIP target amount payable within 45 days after the date of Base salary through the date of death; All other unpaid amounts under any Company fringe benefit and incentive compensation programs, at the time such payments are due; An amount equal to the product of (i) the number of years (and/or fraction thereof) remaining in the term of the employment agreement as of the date of death, times (ii) the full base salary then in effect payable within 45 days after the date of death; An amount equal to the product of (i) a fraction based on the prorated number of days earned in the calendar year as of the date of death, times (ii) the annual STIP target amount payable within 45 days after the date of Base salary through the date of termination payable within 10 business days; All other unpaid amounts under any Company fringe benefit and incentive compensation programs, at the time such payments are due; An amount equal to the product of (i) the greater of (x) two years or (y) the number of years (and/or fraction thereof) remaining in the term of the employment agreement as of the date of termination, times (ii) the full base salary then in effect payable within 45 days after the date of termination; An amount equal to the annual STIP target for the calendar year in which the termination occurs, payable within 45 days after the date of termination; An amount equal to the product of (i) a fraction based on the prorated number of days earned in the calendar year as of the date of termination, times (ii) the annual STIP target amount payable within 45 days after the date of termination; An amount equal to the product of (i) a fraction based on the prorated number of days earned as of the date of termination from January 1, 2011, times (ii) the RSUs awarded under the 2011 LTIP, payable on or after the third business day following the filing of our Annual Report on Form 10-K for the year ended December 31, 2014, but in no event later than December 31, 2015. Payment may be accelerated to the seventh month from the termination date if payment does not trigger an additional tax under the Code. Reimbursement for expenses reasonably incurred by Mr. Kelly in securing outplacement services through a professional person or entity of his choice, subject to the approval of the Company, at a level commensurate with Mr. Kelly’s position, for up to one year commencing on or before the one-year anniversary of the date of termination at his election, not to exceed $35,000; and Full vesting of any unvested equity awards. Other Income (c) Salary Benefit (d) Life Insurance (e) Accrued Vacation Pay (f) Health Benefits (g) 2012 STIP - Non Equity (Cash Based) and Equity (h) 2009 LTIP - Non-Equity (Cash Based) (i) 2009 LTIP - Equity (j) All Other Compensation (k) Total For purposes of the Disability benefits, Mr. Kelly was assumed to be disabled on June 1, Under the amended and restated employment agreement dated March 16, 2011, we are no longer obligated to pay to Mr. Kelly a gross-up payment for any payment received or to be received by Mr. Kelly in connection with his termination of employment or contingent upon a change in control of the Company that is subject to any excise tax. This amount These amounts This This payment This The Company performance for Pursuant to the terms under the Continued payment of base salary for a minimum of twenty-six (26) weeks, plus an additional two weeks for each year of service, up to a combined maximum of fifty-two (52) weeks (the “Severance Period”); Continued group health plan benefits in accordance with COBRA. Under the Severance Agreements, COBRA coverage will be provided to NEOs at the discounted employee rate for a maximum period of twenty-six (26) weeks; and at the end of such period, the NEOs are able to continue their COBRA coverage but they will be fully responsible for the entire COBRA premium amount; Prorated portion of the target award under the annual STIP for the calendar year in which the termination occurred based upon the length of employment in that calendar Assuming that the termination without cause occurred on December 31, Shawn E. Endsley James H. Boso Bonnie Culp Thomas G. Saine These payments These amounts The Company’s performance for These amounts A cash lump sum payment equal to a minimum of 1.5 times the executive’s base salary, plus an additional two weeks of base salary for each year of service up to a maximum of 2 times the executive’s base salary; Accident and health insurance benefits substantially similar to those that the executive was receiving immediately prior to termination until the earlier to occur of 18 months following termination or such time as the executive is covered by comparable programs of a subsequent employer, reduced to the extent of any comparable benefits received from another source; and An amount equal to 100 percent of the executive’s target award under the annual STIP for the calendar year in which the termination occurred based upon the length of employment in that calendar year. Seventy-five percent (75 percent) of the participant’s target award shall vest if a change in control occurs during the third year of the performance One hundred percent (100 percent) of the participant’s target award shall vest if a change in control occurs during the fourth year of the performance Shawn E. Endsley James H. Boso Bonnie Culp Thomas G. Saine These amounts These payments These amounts These amounts 2013. Chair None of the members of the Compensation Committee Each person or group who beneficially owns more than 5 percent of our common stock on a fully diluted basis including restricted stock granted; each of the NEOs; each of the directors and nominees to become a director; and all of the directors and executive officers (including the NEOs) as a group. Name of Beneficial Owner Vincent D. Kelly, CEO(a) Shawn E. Endsley, CFO(b) Gary Ash(b) James H. Boso, President of Wireless(b) Bonnie Culp, EVP HR & Administration(b) Thomas G. Saine, CIO(c) Royce Yudkoff, Director(d) Nicholas A. Gallopo, Director(e) Brian O’Reilly, Director(d) Christopher D. Heim, Director(f) Matthew Oristano, Director(d) Samme L. Thompson, Director(d) All directors and executive officers as a group (12 persons) The Vanguard Group, Inc.(g) BlackRock Inc.(h) Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation(i) Braeside Investments, LLC, Steven McIntyre and Todd Stein(j) LSV Asset Management(k) Denotes less than 1%. The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on April The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on September 20, 2012. The information regarding this stockholder is derived from an amended Schedule 13G filed by the stockholder with the SEC on February Technologies Holdings Corporation have sole voting and sole dispositive power with respect all shares reported herein. Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation’s address is as follows: 800 Third Avenue, New York, NY 10022. or entity with which the director may have a relationship that is engaged or about to be engaged in a transaction with the Company. The Board reviews with the Secretary and management any such transaction with the affected director excused from such review. There were no transactions involving the Company and related persons during 8, 2014. Sharon Woods Keisling Secretary and Treasurer 7, 2014
20132014 ANNUAL MEETING OF STOCKHOLDERSJuly 23, 201320132014 Annual Meeting of Stockholders (the “Annual Meeting”) of USA Mobility, Inc., a Delaware corporation (the “Company”), will be held on Tuesday, July 23, 2013,Wednesday, May 28, 2014, at 9:00 a.m., local time, at The Westin Alexandria, 400 Courthouse Square, Bell Room, Alexandria, Virginia 22314, for the following purposes:1.1 2.2 2013;3.3 4.4 May 28, 2013April 1, 2014 as the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting. Consequently, only holders of our common stock of record on our transfer books at the close of trading of our common stock on the NASDAQ National Market System® on May 28, 2013April 1, 2014 will be entitled to notice of and to vote at the Annual Meeting.JULY 23, 201320122013 (the “Annual Report”) will be available at http://www.envisionreports.com/usmo on or before June 10, 2013April 7, 2014 or upon request. Financial and other information about our Company is contained in the Annual Report.
29, 201320132014 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on July 23, 2013,May 28, 2014 at 9:00 a.m., local time, at The Westin Alexandria, 400 Courthouse Square, Bell Room, Alexandria, Virginia 22314, and at any adjournment(s) or postponement(s) thereof. The Proxy Statement, proxy card and our Annual Report to Stockholders for the year ended December 31, 20122013 will be available on or before June 10, 2013,April 7, 2014, upon request, to holders of record of our common stock, par value $0.0001 per share (the “common stock”), as of May 28, 2013.May 28, 2013April 1, 2014 (the “Record Date”), will be entitled to vote at the Annual Meeting. At the close of business on April 23, 2013,1, 2014, our outstanding voting securities consisted of 21,644,65821,663,909 shares of common stock.1effect of a negative vote for purposes of determining the approvaloutcome of any matter submitted toof the stockholders for a vote, other than the election of directors.proposals. Broker non-votes (shares held by a broker or nominee that are represented atquorum.If you prefer to receive separate copies of the Proxy Statement or Annual Report,Please contact USA Mobility, Inc., Attn: Investor Relations, 6850 Versar Center, Suite 420, Springfield, Virginia 22151-4148.22151-4148 to request an additional copy of these materials.proxy statementsProxy Statements and annual reportsAnnual Reports for your household, please contact Sharon Woods Keisling at (800) 611-8488 or at the above address.223, 2013,1, 2014, for each person nominated to the Board:57,58, became a director and the Chair of the Board in November 2004. He is also a member of the Compensation Committee of the Board (“Compensation Committee”). Prior to the merger of Metrocall Holdings, Inc. (“Metrocall”) and Arch Wireless, Inc. (“Arch”) in November 2004, Mr. Yudkoff had been a director of Metrocall since April 1997, and had served as the Chair of its Board since February 2003. Since 1989, Mr. Yudkoff has been a Managing Partner of ABRY Partners, LLC, a private equity investment firm, which focuses exclusively on the media and communications sector. Mr. Yudkoff currently serves on the Board of ABRY Partners, LLC; Talent Partners and Nexstar Broadcasting Group, Inc. Mr. Yudkoff served on the Board of Muzak Holdings LLC from 2002 to 2009. Mr. Yudkoff has been involved with the paging industry as a director since 1997 and a director of the Company since November 2004. Mr. Yudkoff has an understanding of our operations, strategies, financial outlook and ongoing challenges. In addition, Mr. Yudkoff has experience in the media and communication sectors that can be applied to our operations. Mr. Yudkoff has the requisite qualifications to continue as a director.Nicholas A. Gallopo,N. Blair Butterfield, age 80,57, became a director of the Company in November 2004.July 2013. He is the Chaira member of the Audit Committee of the Board (“Audit Committee”). Prior to the merger of Metrocall and Arch, Mr. Gallopo had been a director of Metrocall since October 2002. Mr. Gallopo is a consultant and formerly licensed Certified Public Accountant. He retired as a partner of Arthur Andersen LLP in 1995 after 31 years with the firm. He had also served as a director of Newman Drug Company from 1995 to 1998, a director of Wyant Corporation,3formerly Hosposable Products, Inc., from 1995 to 2001 where he also served as Chair of the Audit Committee, and a director of Bridge Information Systems, Inc. from 2000 to 2002. Mr. Gallopo has been involved with the paging industry as a director since 2002 and a director of the Company since November 2004. Mr. Gallopo has an understanding of our operations, strategies, financial outlook and ongoing challenges. In addition, as a retired partner of Arthur Andersen LLP, Mr. Gallopo has experience in financial accounting and auditing matters. Mr. Gallopo has the requisite qualifications to continue as a director.N. Blair Butterfield,age 56, is standing for election to the Board as a director. Since 2012, Mr. Butterfield has been the President of VitalHealth Software, North America which offers the industry’s leading cloud-based eHealth application development platform with solutions for collaborative care as well as Office of the National Coordinator certified electronic health records for specialty practices. Mr. Butterfield is a senior health information technology (“IT”) executive and eHealth expert with over twenty years of global experience in new market and business development, general management, government initiatives, sales management, and strategic marketing. He has also served as Vice President (“VP”), International Development for eHealth at GE Healthcare from 2006 to 2011. Mr. Butterfield is also on the board of All Clear Diagnostics, LLC. Previously, Mr. Butterfield served on the Board of the California Institute of Computer Assisted Surgery (CICAS) from 2011 to 2013, the eHealth Initiative and Foundation from 2008 to 2010, and VistA Software Alliance from 2006 to 2008. Mr. Butterfield has extensive experience in the software industry that can be applied to our operations in such market segments as health information exchange (HIE), electronic medical records (EMR), medical imaging, standards-based interoperability, and clinical informatics. Mr. Butterfield has the requisite qualifications to be electedcontinue as a director.53,54, became a director, President and Chief Executive Officer (“CEO”) of the Company in November 2004 when USA Mobility was formed through the merger of Metrocall and Arch. Prior to the merger of Metrocall and Arch, Mr. Kelly was President and CEO of Metrocall since February 2003. Prior to this appointment, he had also served at various times as the Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”), and Executive Vice President (“EVP”) of Metrocall. He served as the Treasurer of Metrocall from August 1995 to February 2003, and served as a director of Metrocall from 1990 to 1996 and from May 2003 to November 2004. Mr. Kelly also serves as the President, CEO and director for all of our subsidiaries, except for GTES, LLC, an indirect wholly-owned subsidiary, for which Mr. Kelly is only a director and except for Amcom Software, Inc. (“Amcom”) for which Mr. Kelly is the CEO and director. Mr. Kelly is a member of the Board of Tellabs, Inc. where he also serves on the Audit Committee.subsidiaries. Mr. Kelly has been involved with the wireless and telecommunications industry for over 25 years and a director and CEO of the Company since November 2004. Mr. Kelly has the requisite qualifications to continue as a director.53,54, became a director of the Company in November 2004. He is a member of the Nominating and Governance Committee of the Board (“NominationNominating and Governance Committee”) and is the Chair of the Compensation Committee. Prior to the merger of Metrocall and Arch, Mr. O’Reilly had been a director of Metrocall since October 2002. He was with Toronto-Dominion Bank for 16 years, from 1986 to 2002. From 1986 to 1996, Mr. O’Reilly served as the Managing Director of Toronto-Dominion Bank’s Loan Syndication Group, focused on the underwriting of media and telecommunications loans. From 1996 to 2002, he served as the Managing Director of Toronto-Dominion Bank’s Media, Telecom and Technology Group with primary responsibility for investment banking in the wireless and emerging telecommunications sectors. Mr. O’Reilly has been involved with the paging industry as a director since 2002 and a director of the Company since November 2004. Mr. O’Reilly has an understanding of our operations, strategies, financial outlook and ongoing challenges. In addition Mr. O’Reilly has past experience in the underwriting of media and communication financing that can be applied to our operations. Mr. O’Reilly has the requisite qualifications to continue as a director.56,57, became a director of the Company in November 2004. He is a member of the Audit Committee and is Chair of the Nominating and Governance Committee. Prior to the merger of Metrocall and Arch, Mr. Oristano had been a director of Arch since 2002. Mr. Oristano has been the President, CEO and member of the Board of Alda Inc., an investment management company, since 1995. He has served as Chair of the Board and CEO of Reaction Biology Corporation, a contract biomedical research firm since March 2004. He4beenserved as the VP, Treasurer and Treasurermember of the Board of The Oristano Foundation since 1995 of which he was a member of the Board from 1995 to 2012. He has been a member of the Board of Crystalplex Corporation since 2004. Mr. Oristano has been involved with the paging industry as a director since 2002 and a director of the Company since November 2004. Mr. Oristano has an understanding of our operations, strategies, financial outlook and ongoing challenges. In addition, Mr. Oristano has past experience in investment management and telecommunications company operations. Mr. Oristano has the requisite qualifications to continue as a director.67,68, became a director of the Company in November 2004. He is a member of the Compensation Committee and the Audit Committee. Prior to the merger of Metrocall and Arch, Mr. Thompson had been a director of Arch since 2002. Mr. Thompson currently serves on the Boards of the following non-profit organizations: The Illinois Institute of Technology’s Knapp Entrepreneurial Center, Sheriff Meadow Conservation Trust, and the Partnership for Connected Illinois, Inc. Mr. Thompson is the owner and president of Telit Associates, Inc., a financial and strategic consulting firm. He joined Motorola, Inc. as VP of Corporate Strategy in July 1999 and retired from Motorola, Inc. as Senior Vice President (“SVP”) of Global Corporate Strategy and Corporate Business Development in March 2002. From June 2004 until August 2005, Mr. Thompson was a member of the Board of SpectraSite, Inc., which was the landlord of transmission tower sites used by our Company. Since August 2005, he has been a member of the Board of American Tower Corporation (“ATC”) (which merged with SpectraSite, Inc.), a landlord of transmission tower sites used by our Company. Due to his relationships with SpectraSite, Inc. and ATC, Mr. Thompson has recused himself from any decision by the Board on matters relating to SpectraSite, Inc., and has and will continue to recuse himself from any decision by the Board on matters relating to ATC (since the merger with SpectraSite, Inc.). Mr. Thompson has been involved with the paging industry as a director since 2002. Mr. Thompson has an understanding of our operations, strategies, financial outlook and ongoing challenges. In addition, Mr. Thompson has past experience in corporate strategic and business development that can be applied to our current operations. Mr. Thompson has the requisite qualifications to continue as a director.2013.2014. Although ratification by stockholders is not required by law, the Board has determined that it is desirable to request approval of the selection of Grant Thornton by the stockholders in order to give the stockholders a voice in the designation of our auditors. Notwithstanding the ratification of Grant Thornton by the stockholders, the Audit Committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of our Company and our stockholders.20132014 and future52013.2013.2014.eliminated a provision for a gross-up payment for the NEOs and expandedamended the CEO’s non-compete obligationemployment agreement to cover mission critical communications software.extend its term and restructured the CEO’s incentive compensation to better focus on long-term stockholder value. We request our stockholders to approve, on an advisory basis, the NEO compensation as described in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis (“CD&A”) and the compensation tables. This proposal, commonly known as a “say-on-pay”“Say-On-Pay” proposal, gives stockholders the opportunity to express their views on the NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the NEOs and the philosophy, policies and practices described in this Proxy Statement.say-on-paySay-On-Pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board. The Board and the Compensation Committee value the opinions of the stockholders and expect to the extent there is any significant vote against the NEOs compensation as disclosed in this Proxy Statement, they will consider the stockholders’ concerns andresults of the Compensation Committee will evaluate whether any actions are necessary to address those concerns.620072008 to December 31, 2012,2013, against the cumulative total return of the NASDAQ Composite Index® and the NASDAQ Telecommunications Index® for the same period.2007,2008, $100 was invested in our common stock and in each of the indices. The comparisons assume that all cash distributions were reinvested. The chart indicates the dollar value of each hypothetical $100 investment based on the closing price as of the last trading day of each fiscal year from December 31, 20072008 to December 31, 2012.COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURNAmong USA Mobility, the NASDAQ Composite Index®, and the NASDAQ Telecommunications Index®
sevensix times during 2012.2013. All directors attended 100 percent of the total number of meetings held by the Board as well as any standing committees of the Board on which they serve. While we encourage all members of the Board to attend the Annual Meeting, there is no formal policy as to their attendance at the Annual Meeting. All directors attended the 20122013 Annual Meeting held on May 16, 2012.720122013 that all directors were independent, with the exception of Mr. Kelly, theour CEO.successfully integrating andprofitably expanding our software business. In general the Board, as a whole and also at the Committee level, oversees our risk management activities. The Board annually reviews management’s long-term strategic plan and the resulting annual budget that results from that strategic planning process. Using that information the Compensation Committee establishes both the short-term and long-term compensation programs that include all executives of the Company (including the NEOs). These compensation programs are discussed and ratified by the Board. The compensation programs are designed to focus management on the performance metrics underlyingthat we expect will drive profitability in our profitable business. See “CD&A – Compensation Policies and Practices that Present Material Risks”Risk Considerations” for additional information regarding risk management related to the Company’s compensation policies and procedures. The Board receives periodic updates from management on the status of our business and performance (including updates outside of the normal Board meetings). Finally, as noted below, the Board is assisted by the Audit Committee in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and financial reporting practices. Thus, in performing its risk oversight the Board establishes the performance metrics, monitors on a timely basis the achievement of those performance metrics, and oversees the mechanisms that report those performance metrics.20122013 the Board had a standing Nominating and Governance Committee, Compensation Committee and Audit Committee as represented in the following table:Board of Directors Nominating
and
Governance
Committee Compensation
Committee Audit
Committee M M MNicholas A. Gallopo Nicholas A. Gallopo C Christopher D. HeimVincent D. KellyBrian O’Reilly MCMatthew OristanoCMSamme L. ThompsonM M Vincent D. Kelly Brian O’Reilly M C Matthew Oristano C M Samme L. Thompson M M Former Member of the Board of Directors Christopher D. Heim* C = Chair 820122013 the members of the Nominating and Governance Committee consisted of Messrs. Oristano, O’Reilly and Yudkoff, each of whom wasis an independent director as the term is defined in the NASDAQ rules. Mr. Oristano served as the Chair of the Nominating and Governance Committee. The Nominating and Governance Committee met oncetwice in 20122013 and took no action by unanimous written consent in lieu of a meeting. The Board has adopted a charter governing the activities of the Nominating and Governance Committee, which may be viewed online on our website athttp://www.usamobility.com/about_us/investor_relations/. Pursuant to its charter, the Nominating and Governance Committee’s tasks include identifying individuals qualified to become Board members, recommending to the Board director nominees to fill vacancies in the membership of the Board as they occur and, prior to each Annual Meeting of Stockholders, recommending director nominees for election at such meeting, making recommendations to the Board concerning the size and composition of the Board and its committees, conducting succession planning regarding the CEO and other senior executive positions in the Company and leading the Board in its annual review of Board performance. The Nominating and Governance Committee may also develop and recommend to the Board corporate governance principlesguidelines applicable to our Company. As a candidate for director of the Board, Mr. Butterfield was evaluated by the Nominating and Governance Committee. Based on the criteria discussed above, Mr. Butterfield was recommended to stand for election as director.2012,2013, Mr. Butterfield was recommended by a third party search firm for consideration by the Nominating and Governance Committee. After evaluation by the Nominating and Governance Committee, retained services fromthe Nominating and Governance Committee recommended Mr. Butterfield to the Board, and the Board nominated Mr. Butterfield for election as a third party search firm who identified and evaluated potential director nominees.Except for Mr. Butterfield, all Mr. Butterfield was recommended by a third party search firm for consideration by the Nominating and Governance Committee. Upon the recommendation of the Nominating and Governance Committee, Mr. Butterfield is standing for election to the Board as a director.92012,2013, the members of the Compensation Committee consisted of Messrs. O’Reilly, Thompson and Yudkoff, each of whom wasis an independent director as the term is defined in the NASDAQ rules. Mr. O’Reilly served as the Chair of the Compensation Committee. The Compensation Committee shall ensureensures that the Company’s compensation programs are designed to encourage high performance and promote accountability and ensure that employee interests are aligned with the interests of our stockholders. The Compensation Committee met twofour times during 20122013 and took no action by unanimous written consent in lieu of a meeting.responsibilitiesCompensation Committee oversees the implementation and administration of the Compensation Committee include reviewing our compensation philosophy and administering ourplans for senior management of the Company, including incentive compensation and equity-based plans; approvingapproves all compensation for the CEO’s direct reports who also serve as our executive officers and makingmakes recommendations for Board approval of proposed employment agreements, severance or retirement arrangements, and/or change in control agreements for such executives as recommended by the CEO; evaluatingevaluates and approvingapproves all executive compensation programs, including adoption or amendment to incentive compensation and equity-based awards; and evaluatingevaluates the performance of the CEO and recommendingrecommends CEO compensation for Board approval the compensation based on such evaluation consistent withand the terms of the CEO’s existing employment agreement. The Compensation Committee also recommends for Board approval the total compensation for non-executive directors. The Compensation Committee has the sole authority to retain, and/or replace, as needed, any independent counsel, compensation and benefits consultants and other outside experts as the Compensation Committee believes to be necessary. In 2013, the Compensation Committee retained services from the Hay Group and Pearl Meyer & Partners ("PM&P").20122013 the Audit Committee, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), consisted of Messrs. Butterfield, Gallopo, Oristano, and Thompson, each of whom wasis an independent director as the term is defined in the NASDAQ rules. The Board has determined that Mr. Gallopo, who is the Audit Committee Chair, is an “audit committee financial expert,” as that term is defined in the Exchange Act. The Audit Committee met fourten times during 20122013 and took no action by unanimous written consent in lieu of a meeting. The Board has adopted a charter setting forth the structure, powers and responsibilities of the Audit Committee, which may be viewed online on the Company’s website athttp://www.usamobility.com/about_us/investor_relations/. Under its charter, the responsibilities of the Audit Committee include approving the appointment, compensation, retention and oversight of our independent registered public accounting firm; reviewing the plans and results of the audit engagement with the independent registered public accounting firm; reviewing our critical accounting policies, the Annual and Quarterly reports on Forms 10-K and 10-Q, respectively, and the earnings releases; reviewing the adequacy of our internal controls over financial reporting; overseeing our ethics program; and reviewing the policies and procedures regarding executives’ expense accounts.20132014 and is seeking ratification of the appointment at the Annual Meeting.23, 20131, 2014 by Grant Thornton relating to services provided for the periods stated.10 Grant Thornton LLP Audit Fees(a) 1,486,037 2,027,927 Audit-Related Fees(b) 40,040 28,194 Tax Fees(c) — — All Other Fees(d) — 19,141 Total 1,526,077 2,075,262 Grant Thorton LLP For the Year Ended
December 31, 2012
($) 2011
($) 2,027,927 1,364,067 28,194 364,623 - - 19,141 215,503 2,075,262 1,944,193 (a) 20122013 and 20112012 were for professional services rendered during the audits of our consolidated financial statements and our internal control over financial reporting, for reviews of our consolidated financial statements included in our quarterly reports on Form 10-Q and for reviews of other filings made by us with the SEC. The audit fees for 2012 also included professional services rendered in connection with the restatement of the 2011 interim and annual financial statements included in our Annual Report Form-10Kon Form 10-K for the year ended December 31, 2012 (the “2012 Form 10-K”).(b) primarilyto review of potential billing credits for the four years ended December 30, 2013 and to the purchase accounting review associated with the acquisition of IMCO Technologies Corporation in May 2012 and the acquisition of Amcom in March 2011.(c) consistedconsist of tax compliance, tax advice and tax planning services. No tax fees were paid to our independent registered public accounting firm in 20122013 or 2011.(d) letters and fees paid in 2011 related to due diligence associated with the Amcom acquisition in March 2011.20122013 and 20112012 were approved by the Audit Committee pursuant to our pre-approval policy.1120122013 Form 10-K.20122013 Form 10-K for filing with SEC. in lieu of restricted stock units (“RSUs”), each non-executive director will be granted in arrears on the first business day following the quarter of service, restricted shares of common stock (“restricted stock”) under the 2004 USA Mobility Equity Incentive Award Plan or the 2012 USA Mobility Equity Incentive Award Plan (“Equity Plan”) for their service on the Board and committees thereof. The restricted stock will be granted quarterly based upon the closing price per share of our common stock on the last trading day at the end of each quarter, such that each non-executive director will receive $40,000 per year of restricted stock ($50,000 for the Chair of the Audit Committee). The restricted stock will vest on the earlier of a change in control of the Company (as defined in the 2004 Equity Plan for restricted stock granted before May 16, 2012 or the 2012 Equity Plan for grants on or after May 16, 2012) or one year from the date of grant, provided, in each case, that the non-executive director maintains continuous service on the Board.Board through the vesting date. Future cash dividends related to the restricted stock will be set aside and paid in cash to each non-executive director on the date the restricted stock vests. In addition to the quarterly restricted stock grants, the non-executive directors will be entitled to cash compensation of $40,000 per year ($50,000 for the Chair of the Audit Committee), also payable quarterly. These sums are payable, at the election of the non-executive director, in the form of cash, shares of common stock, or any combination thereof.Effective August 31, 2005, allown and hold a minimum of 1,500 shares of our common stock for a period of 18 months. These shares could be shares that were already owned, shares that were acquired by the director, and/or restricted stock equal to three times their annual cash compensation ($135,000 for each non-executive director and $165,000 for the Chair of the Audit Committee) as measured on June 30th of each year. Should the value of the non-executive director’s holdings fall below the established minimum, the non-executive director will be deemed in compliance with the requirement provided that were paidthe non-executive director retained shares equal to the total number of restricted stock granted during the preceding three years. All non-executive directors will have a three year grace period to reach this ownership threshold. In addition to the quarterly restricted stock grants, the non-executive directors will be entitled to cash compensation of $45,000 per year ($55,000 for the Chair of the Audit Committee), also payable quarterly. These sums are payable, at the election of the non-executive director, for service onin the Board and committeesform of cash, shares of common stock, or any combination thereof. At April 23, 20137, 2014 all directors metwere in compliance with the minimum ownership requirement.122013.2012:2012Name Fees Earned or
Paid in Cash
($) Stock Awards
($) All Other
Compensation
($) Total
($) 40,000 40,000 2,572 82,572 50,000 50,000 3,214 103,214 20,000 10,000 - 30,000 40,000 40,000 2,572 82,572 40,000 40,000 2,572 82,572 40,000 40,000 2,572 82,572 Director Name Royce Yudkoff(a) 42,500 45,000 87,500 N. Blair Butterfield(b) 19,688 11,243 30,931 Nicholas A. Gallopo(c) 52,500 55,000 107,500 Brian O’Reilly(a) 42,500 45,000 87,500 Matthew Oristano(a) 42,500 45,000 87,500 Samme L. Thompson(a) 42,500 45,000 87,500 Former Director Name Christopher D. Heim(d) 32,556 (9,995 ) 22,561 (a) “All Other Compensation” for each"Restricted Stock Awards" is a total of the non-executive directors is $2,572 of cash distributions paid to the non-executive directors in 2012 on vested restricted stock. On January 3, 2012, April 2, 2012, July 2, 2012 and October 1, 2012, 2,667 shares of restricted stock vested for each of the non-executive directors from the quarterly grants issued3,406 RSUs awarded to each of the non-executive directorsdirector in 2011. As2013 and outstanding as of December 31, 2012, Messrs. Yudkoff, O’Reilly, Oristano and Thompson each has 3,059 shares of restricted stock outstanding with a fair market value of $35,729 based on the closing price per share of our common stock on December 31, 2012 of $11.68. On January 2, 2013, we awarded Messrs. Yudkoff, O’Reilly, Oristano and Thompson each 856 shares of restricted stock for services performed during the fourth quarter of 2012 based on the closing price of our common stock on December 31, 2012 of $11.68. The restricted stock will vest on the earlier of a change in control or one year from the date of issuance and the fair value is amortized as compensation expense over a one-year period. On January 2, 2013, 721 shares of restricted stock vested for each of the non-executive directors from the grant issued on January 3, 2012 and the related cash distributions of $541 on the vested restricted stock were paid to each of the non-executive directors.(b) “All Other Compensation” for"Restricted Stock Awards" is a total of 794 RSUs awarded to Mr. Butterfield in 2013 and outstanding as of December 31, 2013.(c) Included in the column "Restricted Stock Awards" is a total of 4,169 RSUs awarded to Mr. Gallopo, the Audit Committee Chair, is $3,214 of cash distributions paid in 2012 on vested restricted stock. On January 3, 2012, April 2, 2012, July 2, 20122013 and October 1, 2012, 3,332 shares of restricted stock vested from the quarterly grants issued to Mr. Gallopo in 2011. Asoutstanding as of December 31, 2012, Mr. Gallopo has 3,823 shares of restricted stock outstanding with a fair market value of $44,653 based on the closing price per share of our common stock on December 31, 2012 of $11.68. On January 2, 2013, we awarded Mr. Gallopo 1,070 shares of restricted stock for services performed during the fourth quarter of 2012 based on the closing price of our common stock on December 31, 2012 of $11.68. The restricted stock will vest on the earlier of a change in control or one year from the date of issuance and the fair value is amortized as compensation expense over a one-year period. Also on January 2, 2013, 901 shares of restricted stock vested from the grant issued to Mr. Gallopo on January 3, 2012 and the related cash distributions of $676 on the vested restricted stock were paid to Mr. Gallopo.2013.(c)As of December 31, 2012, Mr. Heim has 842 shares of restricted stock outstanding with a fair market value of $9,835 based on the closing price per share of our common stock on December 31, 2012 of $11.68. On January 2, 2013, we awarded Mr. Heim 856 shares of restricted stock for services performed during the fourth quarter of 2012 based on the closing price of our common stock on December 31, 2012 of $11.68.13(d) The restricted stock will vest on the earlier of a change in control or one year from the date of issuance and the fair value is amortized as compensation expense over a one-year period. All restricted stock held byawarded to Mr. Heim will befrom October 2012 through July 2013 was forfeited on July 23, 2013 as he iswas not running for re-election as a directormember of the Board.23, 2013.1, 2014. Our CEO, Mr. Kelly is a director of the Company. Gary Ash, age 43, Effective January 1, 2014 our indirect wholly owned operating subsidiary, Amcom Software, Inc. (“Amcom”) was appointed as COO ofmerged into our indirect wholly owned operating subsidiary, USA Mobility Wireless, Inc. (“Wireless”) with Wireless surviving as the combined operating subsidiary. We have and are undertaking the consolidation of our wireless and software operation activities and functions.2013.2014. Prior to his current position, Mr. Ash served as COO of Wireless from January 2013 to December 2013 and as SVP of Sales from July 2007 to January 2013 and Regional Vice President (“RVP”) of the South Central Region from January 2005 to July 2007. Mr. Ash also held other positions in sales, operations and finance within the Company.Wireless. Mr. Ash has over 17 years of experience in the wireless messaging and telecommunication industry.52,53, was appointed President of AmcomWireless in September 2012.January 2014. Prior to his current position, Mr. Balmforth was President of Amcom from September 2012 to December 2013, and an officer at Lawson Software, Inc. andwhere he held various positions from 2008 through 2011 such as Group EVP, EVP of General Industries and SVP of Global Support and Maintenance. Prior to Lawson Software, Mr. Balmforth held senior leadership roles at PeopleSoft, Inc., Intelliden, Inc. Conexus Partners LLC, and Computervision/PTC Europe. Mr. Balmforth has over 20 years of experience in the software industry.39,40, was appointed COO of AmcomWireless in July 2012.January 2014. Prior to her current position, Ms. Bolseth was COO of Amcom from July 2012 to December 2013 and VP, Product Development since 2008. Prior to joining our Company,Amcom, Ms. Bolseth served as EVP, Engineering and Product Development of Wireless Ronin Technologies, Inc. from February 2008 through December 2008 and held various management positions at HighJump Software, Inc. from 1996 to 2008.65,66, was appointed President of WirelessExecutive Consultant-Sales and M&A in September 2012.January 2014. Prior to his current position, Mr. Boso served as President of Wireless from September 2012 to December 2013 and EVP of Sales and Marketing from July 2007 to September 2012, EVP of Sales from October 2005 to July 2007 and was named Division President of the Western Sales Division in November 2004 with the merger of Arch and Metrocall. He was RVP for the Central Sales Region of Metrocall from July 1996 until November 2004. Mr. Boso has over 15 years in the wireless messaging industry and over 25 years in the telecommunications, broadcast and entertainment industries including serving as VP, Broadcast Division of Bass Brothers, SVP with Storer Communications, Inc. and the CEO of Spectravision, Inc.61,62, was appointed EVP of Human Resources and Administration (“EVP, HR & Administration”) in October 2007. Ms. Culp was named SVP of Human Resources and Administration in November 2004 with the merger of Arch and Metrocall. She was SVP of Human Resources and Administration of Metrocall from November 1998 until November 2004. Ms. Culp has more than 25 years of experience in the human resources field with over 15 years in the wireless messaging industry.Lynn M. Danko, age 44, was appointed CFO of Amcom in October 2012. Prior to her current position, Ms. Danko was VP of Financial Planning and Analysis at Lawson Software, Inc. from 2007 to 2011 and served as the Controller for a foreign business unit from 2006 to 2007. Prior to joining our Company, Ms. Danko held senior leadership roles at Nash Finch Company, Supervalu, Inc., and MoneyGram International. Ms. Danko was employed with KPMG LLP where she provided accounting both domestically and internationally, auditing and consulting services from 1991 to 1999.57,58, was appointed CFO of the Company and a director of Arch, a wholly owned subsidiary of the Company in September 2011. Before his appointment as CFO, Mr. Endsley had been our Controller and Chief Accounting Officer from May 2005. Metrocall, a predecessor to our Company, hired Mr. Endsley as corporate controller in June 2004. Prior to joining our Company,Metrocall, Mr. Endsley hashad over 20 years1450,51, was promoted toappointed Chief Information Officer (“CIO”) effectivein August 2008. Prior to his current position, Mr. Saine was the Chief Technology Officer (“CTO”) since October 2007. In addition, since January 2008 Mr. Saine currently serves as the President of GTES, LLC, an indirect wholly-owned subsidiary of USA Mobility. Mr. Saine rejoined our Company in August 2007 as VP of Corporate Technical Operations. Previously, Mr. Saine had served our CompanyMetrocall as VP, Technology and Integration from November 2003 through June 2005. Mr. Saine was an independent consultant from July 2005 through November 2005 and was a Program Manager and Director of Programs with Northrop Grumman Corporation from December 2005 through August 2007. Prior to Mr. Saine’s employment with our CompanyMetrocall in 2003, Mr. Saine had served as VP, Network Services and CTO of Weblink Wireless, Inc. from 2001 through 2003. Mr. Saine has over 20 years of operations, engineering and technology management experience. Mr. Saine currently serves on the Board of GTES, Inc.Despite a challenging economic environment throughout 2012,solidstrong performance with afocused on our key objective to provideof providing sustained, long-term increase in stockholder value. We achieved certainexceeded all but one of the pre-established performance goals under our STIP for the wireless and software businesses.business. We also ended 20122013 with record low annualized subscriber and revenue erosion forin our wireless business and record high annual bookings and backlog forrevenue in our software business. Highlights of our 20122013 performance year included:$61.0$89.1 million;$220.0$209.8 million;$67.3$60.7 million;$57.4$50.3 million;$61.3$63.5 million;BacklogCumulative total return from December 31, 2008 of $40.6 million.on page 59 ofin Item 7. MANEGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND STATEMENT OF INCOME, Non-GAAP Financial Measures in our 20122013 Form 10-K.May 16, 2012, 95.21July 23, 2013, 96.8 percent of the 15,434,66716,984,925 shares voting approved the NEOs 20112012 compensation. (The shares voting exclude 3,180,6672,144,582 broker non-votes.) Based on the overwhelming approval for our Company’s approach to executive compensation the Compensation Committee made no significant changes to our approach for non-CEO executive compensation in 20122013 as outlined in this CD&A. We negotiated an amendment to our CEO’s employment agreement that extended the term and restructured20122013 included the following:The Company engaged an independent compensation consultant to compare our compensation programs and levels to industry peer groups of comparable companies for wireless and software businesses. The peer group data indicated that our compensation programs for executives (including NEOs) were generally consistent with market practiceWe awarded eligible employees in our peer groups;15We adopted a new 2012 Equity Plan reflecting current best practices in equity compensation, which will govern future awards to be granted towireless operations RSUs under our NEOs; other than our CFO at their prior levels, without any “cost of living” or other increases;20122013 STIP award covering our wireless and software businesses and paid awards to our NEOs at the levels earned under the 20122013 STIP;concluded a multi-year performance LTIP award cycle forused this information in our wireless business. negotiation of changes to the CEO’s employment agreement; andattainednegotiated an amendment to our CEO’s employment agreement and extended the term of his employment from December 31, 2014 to December 31, 2017.establishedSTIP compensation payable in cash. The Compensation Committee also agreed to award additional equity or equity based compensation under such plans existing at the time to provide annual long-term incentive opportunities in an amount equal to not less than $1,050,000 for each of calendar years 2013 and 2014 and $1,500,000 for each of calendar years 2015, 2016 and 2017. Pursuant to this amended employment agreement Mr. Kelly was awarded an additional 138,980 RSUs under the 2011 LTIP on July 23, 2013. (The 2011 LTIP is a performance targets and therefore paid these long-term performance awards to our executives at their full target levels.based plan as described below.)stock.telecommunications industry and in the software industry.operations. While we are the largest provider in the paging segment of this industry, we continued to experience attrition in our subscriber base and revenues as our customers have migrated to other wireless services. These changes require a continual focus on operational efficiency and cost reductions in the wireless business to maximize OCF and profitability. The impact of subscriber and revenue attrition has negatively impacted the price performance of our common stock since the formation of our Company in November 2004. Our software business is on a growth path and we will continue to invest in that business while leveraging the existing strengths of our wireless business to support that growth. Our software business requires investment in sales and marketing, product development and implementation, and customer support that drives revenue growth. The Compensation Committee considers our strategic position, the requirement for continuing cost control in the wireless business due to the eroding revenue base and the challenge of effectively supporting software revenue growth without eroding our profitability objectives. The Compensation Committee also considers the limited number of experienced and knowledgeable paging and software industry executives as the Compensation Committee evaluates our performance-based compensation program.20122013 consisted primarily of the following elements:Elements of Compensation Non-Equity
(Cash Based) Equity 100 % - 100 % - 50 % 50% 16Elements of Compensation Equity Base Salary 100 % — 2013 STIP(a) 100 % — 2011 LTIP — % 100 % (a) TheOn July 29, 2013 we negotiated an amendment to our CEO’s amended and restated employment agreement dated October 30, 2008 and further amended on March 16, 2011 specifies thatagreement. Among other terms, this amendment restructured the CEO’s incentive compensation by reducing his STIP compensation will be paid 50target from 200 percent of his base salary to 100 percent of his base salary with all of the STIP compensation payable in cash and 50 percent in the Company’s common stock.based (except for the CEO as noted above).based. With respect to the 20092011 LTIP, compensation for wirelessis 100 percent equity based designed to focus participants we have designed this element to include both cash and equity components.on increasing long-term stockholder value through appreciation in the price of our common stock. To further tie compensation to performance, the LTIP compensation does not automatically award any amount of compensation unless the pre-established financial targets are achieved.1448 executives and key employees in the wireless business and 21 executives and key employees in the software business covered by the LTIP. There are no materially significant incentive compensation policies or practices applicable to all other employees of the Company.2012,2013 we had one set ofestablished separate STIP performance goals for both theour wireless and software businesses. The STIP performance criteria for executives (including NEOs) in our wireless business were consolidatedwireless OCF, consolidated revenue, paging revenue, direct units in service and total consolidated company revenue. The STIP performance criteria for executives (including NEOs) in our software business were total software revenue, operations bookings.bookings, software OCF and total consolidated company revenue. With respect to the 2013 STIP, our CEO, CFO and three other non-NEO executives in our corporate office were designated to be paid based on the lower of the wireless or software STIP achievement. The wireless STIP criteria were established to maximize our cash flow without unintentionally reducing the number of subscribers that ultimately drive revenue for wireless business. The software STIP criteria were established to maximize software revenue growth without sacrificing profitability as measured by OCF. While the criteria upon which theseparate wireless and software STIP is basedcriteria could incent our executives to reduce operating expensesfocus solely on their individual operations, the inclusion of consolidated company revenue and adversely impact customer retention, the determination that our CEO, CFO and three other elementscorporate non-NEO executives would be compensated based on the lower of the wireless or software STIP incent customer retention and revenue growth.performance ensured a focus on the overall performance of the Company. We believe that our compensation policies and practices are not likely to have a material adverse impact on our Company.17 The did not retain services from any compensation consultants in 2012.The Company retained services from the Hay Group to assist the Compensation Committee in the review of the CEO’s compensation consultants, whoand employment agreement. Total fees paid to the Hay Group in 2013 were engagedless than $25,000. The purpose of the review was to determine (1) if the level and mix (cash versus equity) of our CEO’s compensation was comparable to market as determined by an analysis of a market peer group and (2) if the material provisions of the CEO’s current employment agreement aligned with competitive market practices. The Hay Group reported directly and exclusively to Companythe Compensation Committee and worked with members of our management with respect to compensationonly on matters for our executives (including NEOs) in 2012. Thewhich the Compensation Committee is responsible. Moreover, the Hay Group did not perform any other services for, or receive any other fees from, our Company or any of our subsidiaries other than in connection with the review of our executiveCEO’s compensation consulting work in 2012.and employment agreement. As required by Item 407(e)(3)(4) of Regulation S-K, we havethe Compensation Committee has considered certain factors relating to the Hay Group’s independence and havehas determined that its work has not given rise to any conflict of interest.The Hay Group queried companies by the Global Industry Classification Standard (“GICS”) category and then identified and removed any outliers based upon the revenue category, market capitalization and growth. forof twenty similarly situated companies in both the wireless business, consisted of 21 companies inand software industries which represented a similar industry with our wirelesscompetitive market for executive talent, business and with comparable revenue and market capitalization.capital. Information from this peer group was used to assess whether changes to the CEO’s employment agreement were justified. The peer group for the wireless business was comprised of the following companies: AboveNetconsisted of: Verint Systems Inc.,.Alaska; Atlantic Tele-Network, Inc.; Premiere Global Services Inc.; Consolidated Communications Holdings, Inc.; Cbeyond Inc.; Quality Systems Inc.; NTELOS Holdings Corp.; AthenaHealth Inc.; Alaska Communications Systems Group, Inc., Arbinet Corporation, Broadview Networks Holdings, Inc., Cbeyond Inc.,Inc; Cogent Communications,Communication Group, Inc. Consolidated Communications Holdings,; Omnicell Inc., Hawaiian Telcom Holdco, Inc., HickoryTech Corporation, Iridium Communications Inc., Deltacom, Inc. formerly known as ITC Deltacom Inc., Lumos Networks Corp, magicJack Vocaltec LTD, Neutral Tandem Inc. (a subsidiary of Inteliquent), NTELOS Holdings Corp, Otelco Inc., Premiere Global Services Inc.,; Shenandoah Telecommunication Company, SureWest Communications, Syniverse Holdings,Company; Merge Healthcare, Inc.; Computer Programs and Systems, Inc.; Hickory Tech Corp.; CalAmp Corp.; LivePerson Inc.; Anaren, Inc.; LogMeIn, Inc .; Quality Systems, Inc.; and Vocera Communications, Inc.also created a peer group fornoted that the software business based on comparable revenue and growth rate which consistedmaterial design provisions of the following 15 companies: Anaren, Inc., CalAmp Corp., Epocrates, Inc., Greenway Medical Technologies, Inc., HealthStream, Inc.,iCAD Inc.,Liveperson Inc., LogMeIn, Inc., Mediware Information Systems Inc., Meru Networks, Inc., Network Equipment Technologies, Inc., OPNET Technologies, Inc., Telular Corporation, Transcend Services, Inc.,CEO’s employment agreement did align with peer and Vocera Communications, Inc.We consulted with the Hay Group to obtain general observationsindustry practice. Based on our compensation programs and those of similar companies in our industry. The Hay Group provided general observations on our compensation programs and recommended specific amounts or forms of compensation for our executives (including the NEOs). The Hay Group gatheredthis information for the NEOs from the most recent proxy statement available at that time for these companies. The information gathered from the peer groups indicated our compensation policies are generally consistent with our peer groups and no significant changes were necessary. The results of the Hay Group’s work was presented to the Compensation Committee andalso agreed to extend the Compensation Committee did not make any significant changesterm of the employment agreement from December 31, 2014 to our compensation policies in 2012 except for an increase to the CFO base salary, as discussed below.182012 who are all tenured executives except for the CFO who received a base salary increase in order to bring his total compensation to a level consistent with comparable positions within the peer groups. No2013 and no salary increases are expected for the NEOs in 2013.provideprovided a car to the CEO pursuant to his employment agreement and a car allowance to the President of Wireless.Executive Consultant.premiumpremiums for basic life insurance at the value of the NEO’s annual salary to a maximum of $250,000.— The USA Mobility, Inc. Savings and Retirement Plan (the “Plan”) is open to all USA Mobility employees working a minimum of twenty hours per week with at least thirty days of service. The Plan qualifies under Section 401(k) of the Internal Revenue Code (the “Code”). Under the Plan, participating employees may elect to voluntarily contribute a percentage of their qualifying compensation on a pretax or after-tax basis up to the annual maximum amounts established by the Code. The Company matches 50 percent of the employee’s contribution, up to 5 percent of each participant’s gross salary per pay period, or 50 percent of the employee’s annualized contribution up to $2,500, whichever is greater. There is a per-pay-period match on the 5 percent component and an end-of-year true up on the $2,500 component. Contributions made by the Company become fully vested three years from the date of the participant’s employment. Profit sharing contributions are discretionary. Effective January 1,In 2013, 2012 the Amcom Software, Inc. 401(k) Plan was merged into the Plan, and all qualified Amcom employees are eligible to participate in the Plan. In 2012, 2011, and 2010, we made matching contributions in amounts equal to $29,506, $23,926$31,510, $24,240 and $23,862,$19,147, respectively, for the NEOs participating in the Plan as reflected in “All Other Compensation Table For 2012”2013” underneath the “Summary Compensation Table for 2012”2013”.2012.2013. Please read "Termination and Change in Control Arrangements" below for more information.20121920122013 STIP on December 1, 201121, 2012 effective for January 1, 20122013 for both the wireless and software businesses. The 20122013 STIP was comprised of apayable in cash, component that was based on a percentage of the participant’s 2012 base salary.upon separate pre-established performance criteria for employees in our wireless and software operations. The pre-established performance criteria for 20122013 for our wireless operations were based onwireless OCF, total consolidated revenue, paging revenue and direct units in service. The pre-established performance criteria for 2013 for our software operations bookings.20122013 STIP for the wireless and software operations in the event of performance at each applicable level are set forth in the following table.Performance Criteria Relative
Weight Threshold
Payout
Against
Target Threshold
Performance
Level
($ in
thousands) Target
Payout Target
Performance
Level
($ in
thousands) Maximum
Payout
Against
Target Maximum
Performance
Level
($ in
thousands) 50 % 75 % 43,871 100 % 54,839 125 % 65,807 20 % 75 % 201,688 100 % 224,098 125 % 246,508 15 % 70 % 136,917 100 % 152,130 130 % 167,343 15 % 70 % 33,480 100 % 37,200 130 % 40,920 100.0 % 73.5 % 100.0 % 126.5 % In order to have a payout of above 100 percent fortables.2012 STIP, each business is required to achieve at least 95 percent ofwireless operations:Performance Criteria OCF(a) 50 % 75 % $ 30,759 100 % $ 38,449 125 % $ 46,139 Consolidated Revenue 15 % 70 % $ 182,436 100 % $ 202,706 130 % $ 222,977 Paging Revenue 20 % 75 % $ 122,757 100 % $ 136,396 125 % $ 150,036 Direct Units in Service 15 % 70 % 1,107 100 % 1,230 130 % 1,353 Total 100.0 % 73.5 % 100.0 % 126.5 % respective business’ OCF performance target. The following table shows the actual achievement of that OCF requirement:Performance Criteria(a) 2012 OCF
($ in
thousands) Actual
Performance
Against
OCF Target $ 54,770 128.8 % $ 2,583 21.0 % Performance Criteria Relative
Weight Threshold
Payout
Against
Target Threshold
Performance
Level
(In
thousands) Target
Payout Target
Performance
Level
(In
thousands) Maximum
Payout
Against
Target Maximum
Performance
Level
(In
thousands)OCF(a) 25 % 70 % $ 3,031 100 % $ 3,368 130 % $ 3,705 Consolidated Revenue 15 % 70 % $ 182,436 100 % $ 202,706 130 % $ 222,977 Total Software Revenue 30 % 75 % $ 47,445 100 % $ 59,306 125 % $ 71,167 Operations Bookings 30 % 75 % $ 32,409 100 % $ 36,010 125 % $ 39,611 Total 100.0 % 73.0 % 100.0 % 127.0 % (a) and impairment less purchasepurchases of property and equipment (all determined in accordance with U.S. GAAP).2020122013 STIP program were determined based upon actual achievement of the following performance criteria:Performance Criteria(a) Relative
Weight Actual
Performance
($ in
thousands) Actual
Payout Weighted
Payout 50 % 57,353 106.9 % 53.4 % 20 % 219,696 91.8 % 18.4 % 15 % 159,737 120.0 % 18.0 % 15 % 33,191 0.0 % 0.0 % 100.0 % 89.8 % Performance Criteria(a) OCF(b) 50 % $ 44,590 121.0 % 60.5 % Consolidated Revenue 15 % $ 209,752 113.9 % 17.1 % Paging Revenue 20 % $ 142,270 113.6 % 22.7 % Direct Units in Service 15 % 1,315 123.8 % 18.6 % Total 100.0 % 118.9 % Performance Criteria(a) OCF(b) 25 % $ 5,664 130.0 % 32.4 % Consolidated Revenue 15 % $ 209,752 113.9 % 17.1 % Total Software Revenue 30 % $ 60,304 102.5 % 30.8 % Operations Bookings 30 % $ 35,130 90.2 % 27.1 % Total 100.0 % 107.4 % (a) (b) 2009January 6, 2009March 15, 2011, the Compensation Committee approvedadopted and the Board ratified the 2009 LTIP. The 20092011 LTIP providesfor eligible employees in our wireless business (including the NEOs) the opportunity to earn long-term incentive compensationfor both our wireless and software operations based on our attainment of certain financialperformance goals determinedestablished by the Compensation Committee for the consolidated company.During 2011 and set forth2012, our NEOs other than Mr. Balmforth participated in a prior long-term incentive program, the 2009 LTIP, during the period from January 1, 2009 andwhich vested based on performance through December 31, 2012. Beginning in 2013 (or upon his hiring in 2012 (the “performance period”). The 2009 LTIP vested on December 31, 2012 whenfor Mr. Balmforth) our NEOs commenced participation in the pre-established performance goals were achieved for the wireless business. 2011 LTIP.20092011 LTIP wasis to promote the success of both our wirelessunified communications business, advance the interests of the Company, attract and retain the best available personnel for positions of substantial responsibility to mitigate the revenue and subscriber declines in our wireless operations, promote growth within our software operations and provide additional incentives to selected key employees for outstanding performance.The 2011 LTIP provides eligible employees the opportunity to earn long-term incentive compensation based on the Company’s attainment of certain financial goals as determined by the Compensation Committee and set forth in the 2011 LTIP during the period from January 1, 2011 and December 31, 2014 for the wireless operations and April 1, 2011 and December 31, 2014 for the software operations (collectively the "performance period"). Awards under the 2011 LTIP will vest on December 31, 2014 subject to the attainment of the pre-established performance goals for the consolidated company. The Compensation Committee may revise the performance goals in the event of a change in control or other corporate reorganization, merger, similar transaction to take into account extraordinary events, or as the Compensation Committee determines is in the best interests of our Company.determinedselects employees to be participants in the 2011 LTIP and, in its sole discretion, determines the target awards that may be earned by each 20092011 LTIP participantparticipant. The Compensation Committee may determine target awards based on a multiple of the 20092011 STIP target award for each participant (or, with respect to participants selected to participate in the 20092011 LTIP after the commencement of a performance period, the STIP target award for the year in which the participant commenced participation in the 20092011 LTIP). or the target award may be otherwise determined by the Compensation Committee. The Compensation Committee may establish target awards in a different manner for different groups of participants. Under the terms of the 20092011 LTIP, 50100 percent of the target award was to be paid in cash and 50 percent of the target award was granted in 2009 (or, if later, the year in which the participant commenced participation in the 2009 LTIP)is made in the form of RSUs.RSUs granted under our 2004 and 2012 Equity Plans, subject to vesting as described below. Awards granted prior to May 16, 2012 were granted pursuant to our 2004 Equity Plan and awards granted on or after May 16, 2012 are granted pursuant to our 2012 Equity Plan. Additionally, participants wereare entitled to dividend equivalent rights with respect to the RSU component of a target awardRSUs to the extent that any cashwereare paid with respect to our common stock during the performance period. Payments under the 2009 LTIP wereThe dividend equivalent rights are subject to the same vesting restrictions as the RSUs with respect to which they are paid and are only paid to the extent the applicable performance conditions have been attained. Vested RSUs will be settled in the Company common stock and vested dividend equivalent rights will be paid in a lump sum cash payment with accrued interest, in each case subject to income and employment tax withholding.operating expensescumulative consolidated revenue of not more than $125 million and a target of EBITDA of not less than $28.0$827.6 million for the wireless business for the 2012 calendar year (the “performance goals”),performance period with the two objectives accordeda minimum 2014 software revenue of $55.8 million and cumulative consolidated OCF of $207.1 million with a minimum 2014 consolidated OCF of $28.6 million. (For purposes of calculating OCF, severance, restructuring and impairment expenses are excluded.) Revenue and OCF are afforded equal weight in determining the amountattainment of the final payments. For this purpose, the calculation of operating expenses included (i) service, rental and maintenance expenses, (ii) selling and marketing expenses, and (iii) general and administrative expenses, but did not include (iv) severance costs, (v) product costs or (vi) depreciation, amortization and accretion expenses. For the wireless business, total operating expenses as defined were $102.0 million and EBITDA was $64.5 million. Both pre-established performance goals were achieved.20092011 LTIP awards providedprovide that the award wouldwill vest and be paid only if the applicable performance goals wereare achieved and wouldwill be forfeited if the goals wereare not achieved. The 20092011 LTIP diddoes not provide any opportunity to earn awards greater than the target level and recipients of awards wereare not eligible to receive any partial award payments if the performance targets wereare achieved at a level of less than 100 percent. Eligible participants were not entitled to receive any paymentsVested awards under the 20092011 LTIP untilwill be paid to participants on or after the third business day following the filing of our 2012Annual Report on Form 10-K and wouldfor the year ended December 31, 2014, but in no event later than December 31, 2015. Participants will forfeit all rights with respect to RSUs and dividend equivalent rights awarded under the 2011 LTIP if they were terminatedterminate with cause or voluntarily separatedseparate before the payment21 The 2009 provided that (i) any participant who is involuntarily terminated without cause during the first year of the performance period shall forfeit any right to receive an award and (ii) after one year from the effective date of the grant, a participant whose employment is involuntarily terminated without cause will earn a prorated portion of 100 percent of the target award for cash and equity awards based on the number of days the participant was continuously employed from January 1, 2009the applicable performance period start date through the termination date, divided by the total number of days in the performance period, provided the performance targets have been met.number2011 LTIP provides that in the event of RSUs awarded to a participant was based on the closing price of our common stock on December 31, 2008. Compensation Committee and the Board awarded a total of 329,416 RSUs to certain eligible employees (including the NEOs) and also approved that future cash distribution or cash dividend related to the existing RSUs will be set aside and paid in cash to each eligible employees only when and if the RSUs are converted into shares of common stock. Existing RSUs would be converted into shares of common stock on the earlier of: (i) a change in control, vesting shall be accelerated provided the Company is on track to meet the performance goals. If a change in control occurs during the first two years of the Company (as definedperformance period, 50 percent of the participant’s target award shall vest. If a change in control occurs during the third year of the performance period, 75 percent of the participant’s target award shall vest. Lastly, if a change in control occurs during the final year of the performance period, 100 percent of the participant’s target award shall vest.2004 Equity Plan); or (ii) on or after the third business day following the day that we file our 2012 Annual Report on2013 Form 10-K with the SEC.The Company filed its 2012 Form 10-K on April 15, 2013 and on April 19, 2013 the Company converted the RSUs into shares of common stock for the eligible participants and paid the related cash dividends and interest earned on the RSUs to the eligible participants on April 26, 2013. On April 26, 2013, the Company also paid the cash portion of the 2009 LTIP awards to participants.components of the 2009grants that have been made pursuant to the 2011 LTIP for the NEOs, all of which was made in the wireless business:NEO Job Title % of
2009
STIP
Target Total
LTIP
Award
($)(a) Non-Equity
Component
(Cash
Based)
($) Equity
Component
($) Number
of RSUs
(#)(b) Fair
Value at
Grant
Date
($)(c) 150 % 1,800,000 900,000 900,000 77,787 934,222 300 % 377,402 188,708 188,694 15,201 194,081 President of
Wireless 300 % 620,156 310,078 310,078 26,800 321,868 EVP, HR &
Administration 300 % 455,816 227,908 227,908 19,698 236,573 CIO 300 % 618,750 309,375 309,375 26,739 321,135 NEO Job Title Vincent D. Kelly CEO 3,000,000 216,034 (b) 3,011,787 Shawn E. Endsley CFO 281,250 24,079 270,166 Colin Balmforth President 599,590 50,598 566,698 James H. Boso Executive Consultant 310,078 26,547 297,857 Thomas G. Saine CIO 309,375 26,487 297,184 (a) 2009value of the initial 2011 LTIP award (consistedwas based on a multiple of 50 percent paid in cashthe respective NEO's annual STIP target and 50 percent settled in RSUs) was amortized ratably over 48 months as compensation expense. The award vested on December 31, 2012 whenused to determine the pre-established performance goals were achieved fornumber of RSUs to be awarded to the wireless business.NEO. On October 11, 2010 and effective for September 30, 2010,July 23, 2013, the Compensation Committee and the Board granted an additional LTIP award to Mr. EndsleyKelly totaling $93,618 ($46,816 to be paid in cash and $46,802 to be settled in RSUs) which was amortized ratably over the remaining 27 months as compensation expense.(b) EndsleyKelly was based77,054 RSUs on our closing stock price on December 31, 2008 of $11.57. On October 11, 2010January 23, 2013 and effective for September 30, 2010, the Compensation Committee and the Board granted an additional award of 2,938138,980 RSUs were awarded to Mr. Endsely. Kelly on July 23, 2013 pursuant to his amended employment agreement.(c) The numberfair values of the initial RSUs awarded was based on our closing stock price on October 11, 2010 of $15.93. The RSUs under the 2009 LTIP vested on December 31, 2012to Messrs. Kelly, Endsley, Boso and Saine were converted to shares of the Company’s common stock on April 19, 2013, after the filing of the 2012 Form 10-K. The NEOs sold 61,806 shares of common stock to the Company in payment of required tax withholdings based on the Company’s closing stock price on April 16, 2013. The shares of common stock purchased by the Company were retired and will not be reissued.(c)The fair value of the RSUs was calculated at $12.01$11.22 per share, our closing stock price on the date of grant on January 15, 2009.23, 2013. The initial 2011 LTIP award is being amortized ratably over 24 months for Messrs. Kelly, Endsley, Boso and Saine as compensation expense. The fair value of the additional RSUs granted to Mr. Endsley was calculated at $15.93 per share, our closing stock price on the date of grant on October 11, 2010.222012 Stock
or RSU
Awards Non-Equity
Incentive
Plan Compensation NEO Job Title Year Salary
($)(a) LTIP
Awards
($) STIP
Award
($)(b) STIP
Awards
($)(c) LTIP
Awards
($)(d) All Other
Compensation
($)(e) Total
Compensation
($) 2012 600,000 - 538,790 538,800 900,000 29,521 2,607,111 2011 600,000 - 723,598 723,602 - 23,062 2,070,262 CEO 2010 600,000 - 721,791 721,809 - 23,127 2,066,727 2012 210,577 143,257 188,708 5,660 548,202 2011 200,000 - - 180,900 - 4,539 385,439 CFO 2010 191,559 46,802 - 130,781 - 4,262 373,404 2012 275,625 - - 185,634 310,078 13,568 784,905 President of 2011 275,625 - - 249,303 - 11,397 536,325 Wireless 2010 275,625 - - 248,683 - 11,397 535,705 2012 202,585 - - 136,441 227,908 5,779 572,713 EVP, HR & 2011 202,585 - - 183,238 - 4,779 390,602 Administration 2010 202,585 - - 182,783 - 4,900 390,268 2012 275,000 - - 185,213 309,375 6,420 776,008 2011 275,000 - - 248,738 - 4,808 528,546 CIO 2010 275,000 - - 248,119 - 4,900 528,019 Stock or RSU Awards Non-Equity Incentive Plan Compensation NEO Job Title Year 2013 600,000 3,011,787 — 644,400 — 27,102 4,283,289 2012 600,000 — 538,790 538,800 900,000 29,521 2,607,111 Vincent D. Kelly CEO 2011 600,000 — 723,598 723,602 — 23,062 2,070,262 2013 250,000 270,166 — 201,375 — 6,923 728,464 2012 210,577 — — 143,257 188,708 5,660 548,202 Shawn E. Endsley CFO 2011 200,000 — — 180,900 — 4,539 385,439 Colin Balmforth President 2013 350,000 — — 281,925 — 6,863 638,788 2013 275,625 297,857 — 245,789 — 15,568 834,839 Executive 2012 275,625 — — 185,634 310,078 13,568 784,905 James H. Boso Consultant 2011 275,625 — — 249,303 — 11,397 536,325 2013 275,000 297,184 — 245,231 — 6,863 824,278 2012 275,000 — — 185,213 309,375 6,420 776,008 Thomas G. Saine CIO 2011 275,000 — — 248,738 — 4,808 528,546 (a) On September 30, 2012, Mr. Endsley received a 25 percent increase in his annual salary and his salary was prorated in the table above.(b) Amounts shown represent the portion of Mr. Kelly’s annual STIP award paid in sharesThe fair values of the Company’s common stock. Pursuantinitial RSUs awarded to his employment agreement, 50 percent of Mr. Kelly’s annual STIP award is settled in shares of the Company’s common stock. On April 19, 2013, Mr.Messrs. Kelly, received 41,702 shares of common stock related to the 2012 STIP based on the Company’sEndsley, Boso and Saine were calculated at $11.22 per share, our closing stock price on April 16,the date of grant on January 23, 2013 and are being amortized over 24 months (January 2013 through December 2014). The fair value of $12.92the additional RSUs awarded to Mr. Kelly was calculated at $15.45 per share.(c) portion of the annual STIP awards paid in cash. For 2012 all STIP payments for our NEOs were paid in cash, except that pursuant to his employment agreement, Mr. Kelly received 50 percent of his annual STIP award in shares of the Company’s common stock, as described in note (b) above. In 2012, Mr. Endsley received a prorated amount of the 2012 STIP targeted increase based on his salary increase in 2012.(d) Amounts shown represent the compensation expense for the 2009 LTIP cash awards, which vested on December 31, 2012 when the pre-established performance goals were achieved for the wireless business. See “2009 LTIP” for additional information.(e) All perquisite amounts shown in the table were for car allowances.232011 and 2010:2012NEO Job Title Year Perquisites
($)(a) Insurance
Premiums
($) Company
Contribution to
Defined
Contribution Plans
($) Total
($) 2012 23,101 170 6,250 29,521 2011 18,162 - 4,900 23,062 CEO 2010 18,227 - 4,900 23,127 2012 - 170 5,490 5,660 2011 - - 4,539 4,539 CFO 2010 - - 4,262 4,262 2012 6,497 821 6,250 13,568 2011 6,497 - 4,900 11,397 President of Wireless 2010 6,497 - 4,900 11,397 2012 - 513 5,266 5,779 EVP, HR & 2011 - - 4,779 4,779 Administration 2010 - - 4,900 4,900 2012 - 170 6,250 6,420 2011 - - 4,808 4,808 CIO 2010 - - 4,900 4,900 NEO Job Title Year Company Contribution to Defined Contribution Plans
($) 2013 20,239 488 6,375 27,102 2012 23,101 170 6,250 29,521 Vincent D. Kelly CEO 2011 18,162 — 4,900 23,062 2013 — 913 6,010 6,923 2012 — 170 5,490 5,660 Shawn E. Endsley CFO 2011 — — 4,539 4,539 Colin Balmforth President 2013 — 488 6,375 6,863 2013 6,497 2,696 6,375 15,568 Executive 2012 6,497 821 6,250 13,568 James H. Boso Consultant 2011 6,497 — 4,900 11,397 2013 — 488 6,375 6,863 2012 — 170 6,250 6,420 Thomas G. Saine CIO 2011 — — 4,808 4,808 (a) thatand equity awards for the NEOs in 2013. No stock options were granted to the NEOs and no RSUs were awarded to the NEOsMr. Balmforth in 2012. No stock options or equity awards were granted in 2012 to the NEOs.2012 Estimated Possible Payouts
Under Non-Equity Incentive Plan
Awards
(a) NEO Job Title Award Threshold
($) Target
($) Maximum
($) CEO 2012 STIP 882,000 1,200,000 1,518,000 CFO 2012 STIP 117,254 159,529 201,804 President of
Wireless 2012 STIP 151,938 206,719 261,500 EVP, HR &
Administration 2012 STIP 111,675 151,939 192,203 CIO 2012 STIP 151,594 206,250 260,906 Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (a) Estimated Possible Payouts Under Equity Incentive Plan Awards(b) NEO Job Title Award Grant Date Effective Date 2011 LTIP 1/23/2013 1/1/2013 — — — — 77,054 77,054 864,546 2011 LTIP 7/23/2013 7/1/2013 — — — — 138,980 138,980 2,147,241 Vincent D. Kelly CEO 2013 STIP 12/21/2012 1/1/2013 438,000 600,000 762,000 — — — — 2011 LTIP 1/23/2013 1/1/2013 — — — — 24,079 24,079 270,166 Shawn E. Endsley CFO 2013 STIP 12/21/2012 1/1/2013 136,875 187,500 238,125 — — — — Colin Balmforth President 2013 STIP 12/21/2012 1/1/2013 191,625 262,500 333,375 — — — — 2011 LTIP 1/23/2013 1/1/2013 — — — — 26,547 26,547 297,857 James H. Boso Executive Consultant 2013 STIP 12/21/2012 1/1/2013 151,938 206,719 261,500 — — — — 2011 LTIP 1/23/2013 1/1/2013 — — — — 26,487 26,487 297,184 Thomas G. Saine CIO 2013 STIP 12/21/2012 1/1/2013 151,594 206,250 260,906 — — — — (a) representedrepresent the cash awards under the 20122013 STIP for the NEOs. The actual payments were 89.8107.4 percent of each NEO’sthe eligible 20122013 STIP target award for Messrs. Kelly, Endsley and Balmforth. Messrs. Boso and Saine received 118.9 percent of their eligible 2013 STIP target award. Pursuant(b) Amounts represent the RSUs awarded under the performance based 2011 LTIP to the NEOs in 2013. Mr. Balmforth was awarded RSUs under the 2011 LTIP in September 2012 upon his employment agreement, Mr. Kelly received 50 percent of his 2012 STIP award inwith the Company’s common stock. On April 19, 2013, Mr. Kelly received 41,702 shares of common stock based on the Company’s closing stock price on April 16, 2013 of $12.92 per share.Company.No stock options or unvested RSUs were outstanding at December 31, 2012 for the NEOs.24Vested Restricted Stock2012,2013, the RSUs vestedgranted and outstanding under the 2009performance based 2011 LTIP and the dollar value realized upon vestingestimated related market or payout values of such sharesRSUs are shown in the following table for the NEOs:NEO Job Title Equity Incentive
Plan Awards:
Number of
Vested RSUs
(#)(a)
Plan Awards: Market
or Payout Value of
Vested RSUs
($)(b) CEO 77,787 908,552 CFO 15,201 177,548 President of
Wireless 26,800 313,024 EVP, HR &
Administration 19,698 230,073 CIO 26,739 312,312 NEO Job Title Vincent D. Kelly CEO 216,034 3,084,966 Shawn E. Endsley CFO 24,079 343,848 Colin Balmforth President 50,598 722,539 James H. Boso Executive Consultant 26,547 379,091 Thomas G. Saine CIO 26,487 378,234 (a) 2009performance based 2011 LTIP vestedwill vest on December 31, 2012 when2014, subject to the achievement of the pre-established performance goals were achieved and were converted to shares of the Company’s common stock on April 19, 2013, after the filing of the 2012 Form 10-K. The NEOs sold 61,806 shares of common stock to the Company in payment of required tax withholdings based on the Company’s closing stock price on April 16, 2013. The shares of common stock purchased by the Company were retired and will not be reissued.(b) vestedoutstanding RSUs were based on our closing stock price at December 31, 20122013 of $11.68. The RSUs were converted into shares of common stock on April 19, 2013.willare intended to allow us to make awards of performance based compensation that will be deductible without regard to the Code’s $1 million deductibility cap. In future years, we may seek to structure STIP and LTIP awards for our CEO and other executive officers as “qualified performance based compensation” under the Code. However, the Compensation Committee may determine at any time to provide for the payment of amounts that will not be fully deductible by us.2012.2008 and with a further amendment on2008; March 16, 2011.2011; and July 29, 2013. The initial term of the agreement ended on November 15, 2007, but was automatically25furtheragain amended the employment agreement between our Company and Mr. Kelly. The changes to Mr. Kelly’s previously disclosed employment agreement, dated October 30, 2008, were: (i) an extension of the term of the agreement from December 31, 2012 to December 31, 2014; (ii) an expansion of the two-year, post termination non-compete provision to cover mission critical communications software in connection with our acquisition of Amcom.;Amcom; and (iii) deletion of a provision that provided a gross-up payment should an excise tax apply to a severance award upon termination following a change in control of the Company. There were no changes to the base salary and annual bonus terms.200100 percent of base salary based on achievement of certain performance targets set by the Board or a committee thereof; provided that Mr. Kelly is employed by the Company on December 31 of the applicable calendar year and he has not voluntarily terminated his employment in the Company prior to the date such annual STIP is payable. Provided thatAs provided in the Company’s stock is publicly traded on a national securities exchange,July 29, 2013 amendment to his employment agreement, the annual STIP compensation from 2011 through 2014 shall be payable one-half in cash and one-half in common stock of the Company, unless the Compensation Committee and Mr. Kelly mutually agree otherwise. to Mr. Kelly a gross-up payment for any payment received or to be received by Mr. Kelly in connection with his termination of employment or contingent upon a change in control of the Company that is subject to any excise tax.(1) (2) (3) and(4) termination.(5) An amount equal to the product of (i) a fraction based on the prorated number of days earned as of the date of termination from January 1, 2011, times (ii) the RSUs awarded under the 2011 LTIP, payable on or after the third business day following the filing of our Annual Report on Form 10-K for the year ended December 31, 2014, but in 26(1) (2) (3) and(4) termination.(5) An amount equal to the product of (i) a fraction based on the prorated number of days earned as of the date of termination from January 1, 2011, times (ii) the RSUs awarded under the 2011 LTIP, payable the following year after the participant's death. (1) (2) (3) (4) (5) (6) (7) Reimbursement of the cost of continued group health plan benefits in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for 18 months, to the extent elected by the CEO and to the extent the CEO is eligible and subject to the terms of the plan and the law; (7)(8) (8)(9) 2720122013 and based on our closing stock price at December 31, 20122013, which was $11.68,$14.28, the targeted payments to the CEO are set forth in the following table:Vincent D. Kelly
CEO Disability
($)(a) Death
($) Termination
without
Cause or
For Good
Reason
($)(b) 175,000 - - 1,200,000 1,200,000 1,200,000 N/A 250,000 N/A 362,935 345,272 345,272 - - 32,956 1,077,600 1,077,600 3,232,800 900,000 900,000 900,000 908,552 908,552 908,552 447,275 447,275 482,275 5,071,362 5,128,699 7,101,855 Other Income(c) 175,000 — — Salary Benefit(d) 2,400,000 2,400,000 2,400,000 Life Insurance(e) N/A 250,000 N/A Accrued Vacation Pay(f) 366,100 361,900 361,900 Health Benefits(g) — — 26,019 2013 STIP(h) 644,400 644,400 1,933,200 2011 LTIP(i) 2,313,724 2,313,724 3,084,966 All Other Compensation(j) 109,908 109,908 181,544 Total 6,009,132 6,079,932 7,987,629 (a) 2012,2013, with a termination date of December 31, 2012.(b) (c) assumedassumes Mr. Kelly has been paid his pro rata base salary from January 1, 20122013 through December 31, 20122013 under the “Death” and “Termination without Cause or For Good Reason” scenarios. The payment to Mr. Kelly under “Disability” scenario includedincludes Mr. Kelly’s accrued sick and personal days as of May 31, 2012.(d) representedrepresent the relevant payments of base salary through the contract date (December 31, 2014)2017) pursuant to Mr. Kelly’s employment agreement.(e) representedrepresents a standard benefit available to all employees.(f) wasis based on accrued vacation hours at May 31, 20122013 under the “Disability” scenario and at December 31, 20122013 under the “Death” and “Termination without Cause or For Good Reason” scenarios. This is pursuant to Mr. Kelly’s employment agreement and the vacation policy for NEOs.(g) wasis the cost of continuation of health benefits to be provided to Mr. Kelly. At his expense, Mr. Kelly or his beneficiary is entitled to continuation of health coverage pursuant to COBRA under the “Disability” or “Death” scenario.scenarios. The amount reflected in the table under “Termination without Cause or For Good Reason” scenario representedrepresents cost of continuation of health benefits to be provided to Mr. Kelly forover 18 months.(h) 20122013 resulted in an STIP payout of 89.8107.4 percent for all eligible participants.(i) 20092011 LTIP, Mr. Kelly wasis entitled to a prorated cashportion of his target equity award underfrom January 1, 2011 through the 2009 LTIP astermination date (or 75 percent of December 31, 2012the target award) under the “Disability” and “Death” scenarios. Under the “Termination without Cause or For Good Reason” scenario, Mr. Kelly was entitled to 100 percent of the target cash award under the 2009 LTIP. The 2009 LTIP vested on December 31, 2012, as such, the payout is the same under all scenarios.(j)Pursuant to the terms under the 2009 LTIP, Mr. Kelly was entitled to a prorated portion of his target equity award under the “Disability” and “Death” scenarios. Under the “Termination without Cause or For Good28Reason” scenario, Mr. Kelly was entitled to 100 percent of the target equity award under the 20092011 LTIP. Since the 2009 LTIP vested on December 31, 2012, the amount for all scenarios was calculated based on 77,787The total RSUs awarded multiplied by our closing stock price at December 31, 2012 of $11.68.(k)(j) Amounts reflected under the “Disability” and “Death” scenarios consistedconsist of the cumulativeprorated cash distributions accrueddividends earned through December 31, 20122013 (excluding interest earned) for the RSUs awarded to Mr. Kelly under the 20092011 LTIP. The amount reflected under “Termination without Cause or For Good Reason” scenario consistedconsists of the maximum reimbursement for outplacement services of $35,000 and the cumulativeprorated cash distributions accrueddividends earned through December 31, 20122013 (excluding interest earned) for the RSUs awarded to Mr. Kelly under the 20092011 LTIP.letter contained a provisionletters contain provisions restricting Mr.Messrs. Balmforth and Endsley from competing against our Company during the severance period. Mr. Endsley isThe NEOs, excluding the CEO, are employed at will with no separate arrangementarrangements other than the severance benefits outlined in the Company’s Severance Agreements.Mr. Boso, Ms. Culp and Mr. Saine are employed at will with no separate arrangement other than the severance benefits outlined in the Company’s Severance Agreements. further amended on December 31, 2012, the Company maintains specific Severance Agreements for certain executives (including the NEOs, excluding the CEO) for the purpose of providing severance payments and benefits upon a termination of the executive’s employment without “cause” or, following the occurrence of a change in control, a termination of the executive’s employment without cause or a resignation of the executive’s employment for “good reason” as defined in the Severance Agreements.(1) (2) and(3) year.(4) Pursuant to the 2011 LTIP, an amount equal to the product of (i) a fraction based on the prorated number of days earned as of the date of termination from January 1, 2011 for Messrs. Endsley, Boso, and Saine and September 1, 2012 for Mr. Balmforth times (ii) the number of RSUs awarded under the 2011 LTIP, payable on or after the third business day following the filing of our Annual Report on Form 10-K for the year ended December 31, 2014, but in no event later than December 31, 2015. Payment may be accelerated to the seventh month from the termination date if payment does not trigger an additional tax under the Code. In the event of death, payment will be made in the year following the participant's death. In the event of death prior to the completion of all payments, the remaining payments shall be made to the executive’s beneficiary.29In accordance with the terms of the 2009 LTIP, if the participants (including NEOs but not the CEO) are terminated without cause, they are entitled to a prorated award beginning on January 1, 2010, one year after the effective date of the award (January 1, 2009), provided the performance targets have been met as follows:Prorated portion of 100 percent of the target award for cash and equity awards, including dividend equivalent rights (if any) paid with accrued interest in cash with respect to the vested RSUs, based on the number of days the participant was continuously employed from January 1, 2009 through the termination date divided by the total number of days in the performance period. In the event of a participant’s death, the participant’s estate will be eligible to receive an amount not greater than 100 percent of the participant’s target award, based on the Compensation Committee’s determination of the Company’s achievement of the expense reduction and EBITDA goals for the wireless segment. Payment will be made in the year following the participant’s death. For termination without cause or due to disability, the payment will be made on or after the third business day following the day that the Company filed its 2012 Annual Report on Form 10-K with the SEC.20122013 and thatbased on our closing stock price at December 31, 20122013, which was $11.68,$14.28, the targeted payments to the NEOs excluding the CEO, are set forth in the following table:NEO Job Title Salary
($) Accrued
Vacation
Pay
($)(a) Health
Benefits
($)(b) 2012
STIP
($)(c) LTIP - Non-
Equity
(Cash
Based)
($)(d) LTIP - Equity
($)(e) All Other
Compensation
($)(f) Total
($) CFO 201,923 83,173 3,444 143,257 188,708 177,548 79,326 877,379 President of
Wireless 275,625 130,950 9,068 185,634 310,078 313,024 154,100 1,378,479 EVP, HR &
Administration 202,585 13,386 10,985 136,441 227,908 230,073 113,264 934,642 CIO 190,385 19,680 6,893 185,213 309,375 312,312 153,749 1,177,607 NEO Job Title Shawn E. Endsley CFO 211,538 99,500 2,634 201,375 257,886 18,059 790,992 Colin Balmforth President 188,462 20,176 7,180 281,925 412,880 32,527 943,150 James H. Boso Executive Consultant 275,625 146,900 7,180 245,789 284,318 19,910 979,722 Thomas G. Saine CIO 200,962 21,500 2,634 245,231 283,676 19,865 773,868 (a) wereare based on accrued vacation hours at December 31, 20122013 pursuant to the vacation policy for the NEOs.(b) representedrepresent the cost of continuation of health benefits for twenty-six (26) weeks provided to the NEOs.(c) 20122013 resulted in 89.8107.4 percent STIP paymentpayments to the NEOs.(d) represented cash award accrued by the NEOs under the 2009 LTIP. The 2009 LTIP vested on December 31, 2012.(e)These amounts representedrepresent the market values at December 31, 20122013 for the prorated RSUs accruedearned by the NEOs as of December 31, 20122013 under the 20092011 LTIP based on our closing stock price at December 31, 20122013 of $11.68. The 2009 LTIP vested on December 31, 2012.(f)(e) These amounts represented cumulativerepresent prorated cash distributionsdividends of $5.75$1.00 per share accruedearned by the NEOs from 2009Messrs. Endsley, Boso and Saine and $1.125 per share earned by Mr. Balmforth through 20122013 for RSUs grantedawarded under the 2009 LTIP and cash distributions of $3.00 per share accrued on the additional RSUs awarded to the CFO in 2010.2011 LTIP. The amounts do not reflect interest earned on the cash distributions. The 2009 LTIP vested on December 31, 2012.dividends.30resignedresigns for “good reason” as defined in the Severance Agreements, then in addition to the payment in respect of the 2009 LTIP as described above, the NEOs (other than the CEO) would be entitled to the following severance benefits upon a termination without cause occurring after a change in control, subject to their executing a release of claims:(1) (2) (3) 20092011 LTIP, the participants (including NEOs but not the CEO), will be entitled to the following accelerated vesting schedule in the event of a change in control:(1) Fifty percent (50 percent) of the participant’s target award shall vest if a change in control occurs during either of the first two years of the performance period (defined as January 1, 2009 through December 31, 2012);(2)period;period (2013); or(3)(2) period.2004 Equity Plan); or (2) on or after the third business day following the day that the Company filedfiles its 20122014 Annual Report on Form 10-K with the SEC.20122013 and thatbased on our closing stock price at December 31, 20122013, which was $11.68,$14.28, the targeted payments to the NEOs (excluding the CEO) are set forth in the following table. Amounts with respect to the 2009 LTIP would be paid or vested upon a change in control, regardless of whether a termination occurred:NEO Job Title Salary
($)(a) Accrued
Vacation
Pay
($)(b) Health
Benefits
($)(c) 2012
STIP
($)(d) LTIP - Non-
Equity (Cash
Based)
($)(e) LTIP - Equity
($)(f) All Other
Compensation
($)(g) Total
($) CFO 395,673 83,173 10,333 143,257 188,708 177,548 79,326 1,078,017 President of
Wireless 551,250 130,950 27,203 185,634 310,078 313,024 154,100 1,672,239 EVP, HR &
Administration 405,170 13,386 32,956 136,441 227,908 230,073 113,264 1,159,198 CIO 465,385 19,680 20,680 185,213 309,375 312,312 153,749 1,466,394 31
table:NEO Job Title Shawn E. Endsley CFO 461,538 99,500 7,902 201,375 257,886 18,059 1,046,260 Colin Balmforth President 538,462 20,176 21,539 281,925 541,905 32,587 1,436,594 James H. Boso Executive Consultant 551,250 146,900 21,539 245,789 284,318 19,910 1,269,706 Thomas G. Saine CIO 475,962 21,500 7,902 245,231 283,676 19,865 1,054,136 (a) assumedassume the NEOs have been paid their pro rata base salaries from January 1, 20122013 through December 31, 2012.(b) wereare based on accrued vacation hours at December 31, 20122013 pursuant to the vacation policy for the NEOs.(c) representedrepresent the cost of continuation of health benefits to be provided to the NEOs for 18 months.(d) These amounts represented the actual 2012The Company’s performance for 2013 resulted in 107.4 percent STIP award earned by the NEOs for 2012.(e) represented the target cash award under the 2009 LTIP earned by the NEOs for 2012. The 2009 LTIP vested on December 31, 2012.(f)These amounts representedrepresent the market values at December 31, 20122013 for 75 percent of the RSUstarget award earned underby the 2009 LTIPNEOs as of December 31, 2012 and2013 under the 2011 LTIP based on our closing stock price onat December 31, 20122013 of $11.68. The 2009 LTIP vested on December 31, 2012.(g)(f) These amounts represented cumulativerepresent prorated cash distributionsdividends of $5.75$1.00 per share accrued for NEOs from 2009earned by Messrs. Endsley, Boso and Saine and $1.125 per share earned by Mr. Balmforth through 20122013 for RSUs grantedawarded under the 2009 LTIP and cash distributions of $3.00 per share accrued on the additional RSUs awarded to the CFO in 2010.2011 LTIP. The amounts do not reflect interest earned on the cumulative cash distributions. The 2009 LTIP vested on December 31, 2012.dividends.2012.serveare intended to help ensure that executives act in the best interest of the Company and its stockholders.20122013 with management. Based on the review and discussion, the Compensation Committee recommended to the Board that the Company’s CD&A be included in its Proxy Statement for the year ended December 31, 2012,2013, for filing with the SEC. 32During 2012:Mr. O’Reilly served as Chair of the Compensation Committee and Messrs. Thompson and Yudkoff served as members of the Compensation Committee throughout 2012;were officers (or former officers)is or employeeshas been an officer or employee of the Company or had any of its subsidiaries;None of the members of the Compensation Committee entered into (or agreedrelationship that is required to enter into) anybe disclosed as a transaction or series of transactions with the Company or any of its subsidiaries in which the amount involved exceeded $120,000a related person, except for Mr. Thompson whose relationshipsrelationship with ATC, (since the merger with SpectraSite, Inc.), a landlord of transmission tower sites used by the Company, is described under “The Board of Directors and Committees,” and amounts paid by the Company to ATC (since the merger with SpectraSite, Inc.) are listed under “Certain Relationships and Related Transactions”;NoneTransactions.” In addition, during 2013, no member of the Company’s executive officers served on theour Board or of our Compensation Committee, (or another Board committee with similar functions)and none of any entity where one of that entity’s executive officers served on the Company’s Compensation Committee;None of the Company’s executive officers were directors of another entity where one of that entity’s executive officers served on the Company’s Compensation Committee; andNone of the Company’s executive officers served on the Compensation Committee (or another Board committee with similar functions) of another entity where one of that entity’sour executive officers, served as a director onmember of the Board.23, 20131, 2014 for:23, 2013.1, 2014. Except as indicated by footnote, and subject to applicable community property laws, each person identified in the table possesses sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Unless otherwise noted, the address for each director and executive officer (including NEOs) is c/o USA Mobility, Inc., 6850 Versar Center, Suite 420, Springfield, Virginia 22151-4148.33 Amount and
Nature of
Beneficial
Ownership Percentage
of Class 153,229 * 15,805 * 6,507 * 23,595 * 13,355 * 20,061 * 21,573 * 27,341 * 10,431 * 12,452 * 14,669 * 20,554 * 339,572 1.6 % 1,680,972 7.8 % 2,682,892 12.4 % 1,470,800 6.8 % 1,922,975 8.9 % 1,205,554 5.6 % Name of Beneficial Owner Vincent D. Kelly, CEO(a) 123,229 * Shawn E. Endsley, CFO(b) 15,805 * Colin Balmforth, President(c) — * James H. Boso, Executive Consultant(d) 23,595 * Thomas G. Saine, CIO(d) 20,061 * Royce Yudkoff, Director(e) 25,245 * N. Blair Butterfield, Director(e) 2,670 * Nicholas A. Gallopo, Director(e) 28,600 * Brian O’Reilly, Director(e) 14,103 * Matthew Oristano, Director(e) 14,426 * Samme L. Thompson, Director(e) 24,226 * All directors and executive officers as a group (14 persons) 305,315 1.41 % The Vanguard Group, Inc.(f) 1,183,017 5.46 % BlackRock Inc.(g) 2,592,583 11.97 % Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation(h) 1,630,900 7.53 % Braeside Investments, LLC, Steven McIntyre and Todd Stein(i) 1,917,699 8.85 % LSV Asset Management(j) 1,183,367 5.46 % * (a) April 22, 2013.March 4, 2014. Vincent D. Kelly, Trustee of the Vincent DePaul Kelly Third Amended and Restated Revocable Trust has sole voting and sole dispositive power with respect all shares reported herein.(b) 22,19, 2013.(c) (d) The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on April 23,19, 2013.(d)(e) The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on April 2, 2013. The shares reported herein include 3,230 shares of restricted stock.1, 2014.(e)The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on April 2, 2013. The shares reported herein include 4,037 shares of restricted stock.(f) The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on April 2, 2013. The shares reported herein include 2,452 shares of restricted stock.(g)11, 2013.6, 2014. The Vanguard Group, Inc. has sole voting power with respect to 35,85936,887 shares and sole dispositive power with respect to 1,645,8131,146,830 shares and shared dispositive power with respect to 35,15936,187 shares. The Vanguard Group, Inc.’s address is as follows: 100 Vanguard Blvd, Malvern, PA 19355.(h)(g) The information regarding this stockholder is derived from an amended Schedule 13G filed by the stockholder with the SEC on April 10, 2013.January 8, 2014. BlackRock Inc. has sole voting power with respect to 2,535,313 shares and sole dispositive power with respect to all shares reported herein. BlackRock Inc.’s address is as follows: 40 East 52nd Street, New York, NY 10022.(i)(h) The information regarding this stockholder is derived from an amended Schedule 13G filed by the stockholder with the SEC on February 12, 2013.13, 2014. Renaissance Technologies LLC and Renaissance34(j)(i) The information regarding this stockholder is derived from an amended Schedule 13G filed by the stockholder with the SEC on February 4, 2013.13, 2014. Braeside Investments, LLC, Steven McIntyre and Todd Stein have shared voting and shared dispositive power with respect to all shares reported herein. Braeside Investments, LLC, Steven McIntyre and Todd Stein’s address is as follows: 5430 LBJ Freeway, Suite 1555 Dallas, TX 75240.(k)(j) The information regarding this stockholder is derived from a Schedule 13G filed by the stockholder with the SEC on February 13, 2013.10, 2014. LSV Asset Management has sole voting power with respect to 527,850 shares and sole dispositive power with respect to all shares reported herein. LSV Asset Management’s address is as follows: 155 N. Wacker Drive Suite 4600 Chicago, IL 60606.2012,2013, all Section 16(a) filing requirements applicable to our directors, executive officers and greater than 10 percent beneficial owners were timely met.yearsyear ended December 31, 2012, 2011 and 2010,2013, we paid that entity $4.3$3.9 million $7.8 million and $11.0 million, respectively, in site rent expenses for our wireless business that werewas included in service, rental and maintenance expenses.Beginning in April 2012, a relative of our CEO is employed as COO at Teleperformance USA, Inc. (“TPUSA”), a third party provider of customer service support for our wireless business. We paid TPUSA $2.6 million, $3.2 million and $3.7 million for the years ended December 31, 2012, 2011 and 2010, respectively, in outside service expenses for wireless business that were included in general and administrative expenses. Our payments to TPUSA represent less than 1% of the consolidated revenue for TPUSA for the three years ended December 31, 2012. We have used the services of TPUSA since March 10, 2003, prior to the employment of the CEO’s relative. Due to his relative’s relationship with TPUSA, Mr. Kelly will recuse himself from any decision by the Board on matters relating to TPUSA.352012,2013 other than the tower leasing contract with ATC and the services provided by TPUSA identified above.20142015 must be received by Sharon Woods Keisling, Secretary and Treasurer, USA Mobility, Inc., 6850 Versar Drive, Suite 420, Springfield, Virginia 22151-4148, no later than December 30, 2013.April 24, 2014February 27, 2015 and not after May 24, 2014.March 29, 2015. These stockholder notices must set forth certain information specified in the Company’s Bylaws.20122013 Form 10-K with the SEC. Stockholders may obtain, free of charge, a copy of the Annual Report which includes the 20122013 Form 10-K by writing to USA Mobility, Inc., Attn: Investor Relations, 6850 Versar Center, Suite 420 Springfield, Virginia 22151-4148. Stockholders may also obtain a copy of the 20122013 Form 10-K by accessing our website at www.usamobility.com.
29, 201336
USA MOBILITYIMPORTANT ANNUAL MEETING INFORMATION000004ENDORSEMENT LINE SACKPACKMR A SAMPLEDESIGNATION (IF ANY)ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6C123456789000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 extElectronic Voting InstructionsYou can vote by Internet or telephone!Available 24 hours a day, 7 days a week!Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Eastern Daylight Time, on July 23, 2013.Vote by InternetGo to www.envisionreports.com/usmoOr scan the QR code with your smartphoneFollow the steps outlined on the secure websiteVote by telephoneCall toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephoneFollow the instructions provided by the recorded messageUsing a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. [X]Annual Meeting Proxy Card1234 5678 9012 345IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.A Proposals -The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3.1. Election of Directors:01 - N. Blair Butterfield02 - Nicholas A. Gallopo03 - Vincent D. Kelly04 - Brian O’Reilly05 - Matthew Oristano06 - Samme L. Thompson07 - Royce Yudkoff+Mark here to vote FOR all nomineesFor All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right.01 02 03 04 05 06 07Mark here to WITHHOLD vote from all nominees2. Ratification to appoint Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013.For Against Abstain3. Advisory vote to approve named executive officer compensation.For Against Abstain4. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments thereof.B Non-Voting ItemsChange of Address - Please print new address below.C Authorized Signatures - This section must be completed for your vote to be counted. - Date and Sign BelowNOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title.Date (mm/dd/yyyy) - Please print date below.Signature 1 - Please keep signature within the box.Signature 2 - Please keep signature within the box.C 1234567890 J N T 1 U P X 1 5 5 6 5 6 1MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND+01NDCA
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.USA MOBILITYProxy - USA MOBILITY, INC.FORM OF PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERSThis Proxy is Solicited on Behalf of the Board of DirectorsThe undersigned hereby appoints Shawn E. Endsley and Vincent D. Kelly (the “Proxy Committee”), and each of them singly, with full power of substitution to act as the lawful agent and proxy for the undersigned and to vote all shares of common stock of USA Mobility, Inc. that the undersigned is entitled to vote and holds of record on May 28, 2013 at the Annual Meeting of Stockholders of USA Mobility, Inc. to be held on Tuesday, July 23, 2013, at The Westin Alexandria, 400 Courthouse Square, Bell Room, Alexandria, VA, 22314 at 9:00 a.m., local time, and at any adjournments thereof, on all matters coming before the Annual Meeting.You are encouraged to specify your choices by marking the appropriate boxes on the reverse side but you need not mark any boxes if you wish to vote in accordance with the recommendations of the Board of Directors. The Proxy Committee cannot vote your shares unless you sign and return this card. You may revoke this proxy at any time before it is voted by delivering to the Secretary of the Company either a written revocation of the proxy or a duly executed proxy bearing a later date, or by appearing at the Annual Meeting and voting in person.This proxy when properly executed will be voted in the manner you have directed. If you do not specify any directions, this proxy will be voted FOR all the nominees listed in Proposal 1, FOR Proposal 2 and Proposal 3, and in accordance with the Proxy Committee’s discretion on such other matters that may properly come before the meeting to the extent permitted by law.IF YOU CHOOSE TO VOTE BY MAIL, PLEASE MARK, SIGN AND DATE YOUR CARD AND RETURN YOUR PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.(TO BE SIGNED ON REVERSE SIDE)
USA MOBILITYIMPORTANT ANNUAL MEETING INFORMATIONUsing a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. [X]Annual Meeting Proxy CardPLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.A Proposals - The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3.1. Election of Directors:01 - N. Blair Butterfield02 - Nicholas A. Gallopo03 - Vincent D. Kelly04 - Brian O’Reilly05 - Matthew Oristano06 - Samme L. Thompson07 - Royce Yudkoff+Mark here to vote FOR all nomineesFor All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right.01 02 03 04 05 06 07Mark here to WITHHOLD vote from all nominees2. Ratification to appoint Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013.For Against Abstain3. Advisory vote to approve named executive officer compensation.For Against Abstain4. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments thereof.B Authorized Signatures - This section must be completed for your vote to be counted. - Date and Sign BelowNOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title.Date (mm/dd/yyyy) - Please print date below.Signature 1 - Please keep signature within the box.Signature 2 - Please keep signature within the box.1 U P X1 5 5 6 5 6 2+01NDDA
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.USA MOBILITYProxy - USA MOBILITY, INC.FORM OF PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERSThis Proxy is Solicited on Behalf of the Board of DirectorsThe undersigned hereby appoints Shawn E. Endsley and Vincent D. Kelly (the “Proxy Committee”), and each of them singly, with full power of substitution to act as the lawful agent and proxy for the undersigned and to vote all shares of common stock of USA Mobility, Inc. that the undersigned is entitled to vote and holds of record on May 28, 2013 at the Annual Meeting of Stockholders of USA Mobility, Inc. to be held on Tuesday, July 23, 2013, at The Westin Alexandria, 400 Courthouse Square, Bell Room, Alexandria, VA, 22314 at 9:00 a.m., local time, and at any adjournments thereof, on all matters coming before the Annual Meeting.You are encouraged to specify your choices by marking the appropriate boxes on the reverse side but you need not mark any boxes if you wish to vote in accordance with the recommendations of the Board of Directors. The Proxy Committee cannot vote your shares unless you sign and return this card. You may revoke this proxy at any time before it is voted by delivering to the Secretary of the Company either a written revocation of the proxy or a duly executed proxy bearing a later date, or by appearing at the Annual Meeting and voting in person.This proxy when properly executed will be voted in the manner you have directed. If you do not specify any directions, this proxy will be voted FOR all the nominees listed in Proposal 1, FOR Proposal 2 and Proposal 3, and in accordance with the Proxy Committee’s discretion on such other matters that may properly come before the meeting to the extent permitted by law.IF YOU CHOOSE TO VOTE BY MAIL, PLEASE MARK, SIGN AND DATE YOUR CARD AND RETURN YOUR PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.(TO BE SIGNED ON REVERSE SIDE)