Spok Holdings, Inc.

Notice of 2015 Annual Meeting of Stockholders



2 DATE AND TIME:	Wednesday, July 29, 2015, 9:00 a.m., Eastern Time

PLACE:	Mandarin Oriental Room: Garden I
	1330 Maryland Avenue SW Washington, DC 20024

ITEMS OF BUSINESS:	1.To ~~consider and vote upon~~elect seven nominees as directors to the ~~ratification~~Board of Directors; 2.To ratify the ~~appointment~~selection of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, ~~2014;~~

2015;



3	3.To ~~consider the~~hold a non-binding advisory vote ~~to approve~~on 2014 named executive officer ~~compensation (“Say On Pay”);~~compensation; and



4	4.To transact such other business as may properly come before the meeting.

WHO CAN VOTE:	You must be a stockholder of record at the close of business on June 3, 2015 to vote at the Annual Meeting.
INTERNET AVAILABILITY:	We are using the Internet as our primary means of furnishing proxy materials to most of our stockholders. Rather than sending those stockholders a paper copy of our proxy materials we are sending them a notice with instructions for accessing the materials and voting via the Internet. This Proxy Statement and our 2014 Annual Report to Stockholders are available free of charge at www.envisionreports.com/spok.
PROXY VOTING:	We cordially invite you to participate in the Annual Meeting, either by attending and ~~at any adjournment(s)~~voting in person or ~~postponement(s) thereof.~~by voting through other acceptable means. Your participation is important regardless of the number of shares you own. You may vote by telephone, through the Internet or by mailing your completed proxy card.

~~The foregoing matters are described in more detail in the enclosed Proxy Statement.~~

Your Board of Directors has fixed April 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 April 1, 2014 will be entitled to notice of and to vote at the Annual Meeting.~~

~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE~~

~~ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2014~~

Our Proxy Statement and Annual Report to Stockholders for the year ended December 31, 2013 (the “Annual Report”) will be available at http://www.envisionreports.com/usmo on April 7, 2014 or upon request. Financial and other information about our Company is contained in the Annual Report.

You are cordially invited to attend the Annual Meeting in person. Your participation in these matters is important, regardless of the number of shares you own. Whether or not you expect to attend the Annual Meeting in person, we urge you to submit your proxy or voting instructions by telephone or over the Internet. If you choose to attend the Annual Meeting, you may then vote in person if you so desire, even though you may have executed a proxy. Any stockholder who executes such a proxy may revoke it at any time before it is exercised. Please note that if you choose to attend the Annual Meeting and you hold shares of our common stock through a brokerage account, you must bring a recent account statement reflecting ownership of our common stock to be admitted to the Annual Meeting.

~~By Order of the Board of Directors,~~

~~Royce Yudkoff~~

~~Chair of the Board of Directors~~

~~April 7, 2014~~

~~Springfield, Virginia~~



ADMISSION TO THE ANNUAL MEETING:	You are entitled to attend the Annual Meeting if you were a stockholder of record as of the close of business on June 3, 2015, the record date, or you hold a valid proxy for the Annual Meeting. In addition, if you are not a stockholder of record but hold shares through a broker, bank trustee or nominee (i.e. in street name), you will be required to provide proof of beneficial ownership as of the record date. Proof of beneficial ownership can take the form of your most recent account statement prior to the Record Date, a copy of the voting instruction card provided by your broker, bank, trustee or nominee, a copy of the Notice of Internet Availability of Proxy Materials if one was mailed to you or similar evidence of ownership.

By Order of the Board of Directors,

/s/Sharon Woods Keisling

Sharon Woods Keisling

Corporate Secretary and Treasurer

April 30, 2015

Springfield, Virginia

~~6850 Versar Center, Suite 420~~



	PROXY STATEMENT TABLE OF CONTENTS
	PROXY STATEMENT TABLE OF CONTENTS

	Proxy Statement Summary	1
	Questions and Answers About the 2015 Annual Meeting and Voting	5
	Board of Directors and Governance Matters	10
	Board Responsibility, Composition and Meetings	10
	Board Leadership Structure	10
	Governance Guidelines, Policies and Codes	10
	Board’s Risk Oversight Role	11
	Committees of the Board of Directors	11
	Directors	13
	Process for Nominating Directors	13
	Director Qualifications and Board Diversity	13
	Director Independence Determinations	14
	Compensation of Directors	14
	Stock Ownership Guidelines for Non-Executive Directors and Prohibitions on
	Pledging and Hedging	15
	Board Tenure	16
	Annual Performance Evaluation	16
	Stockholders' Communications	16

	Audit Committee Matters	17
	Audit Committee Report for the Year Ended December 31, 2014	17
	Independent Registered Public Accounting Firm Fees	18
	Pre-Approval Policies and Procedures	18

	Compensation Committee Matters	19
	Introduction	19
	Compensation Committee Interlocks and Insider Participation	19
	Compensation Committee Procedures	19
	Compensation Committee Report for the Year Ended December 31, 2014	21

	Executive Compensation	22
	Executive Officers	22
	Compensation Discussion and Analysis – Table of Contents	24
	Compensation Discussion and Analysis	25
	Introduction	25
	Executive Summary	25
	Stockholder Outreach	30
	Executive Compensation Design	31
	2014 Executive Compensation Program Decisions	35
	Other Considerations	42

~~Springfield, Virginia 22151-4148~~

~~(800) 611-8488~~

~~PROXY STATEMENT~~

~~The Board~~




Compensation Tables	44
Summary Compensation Table for 2014	44
All Other Compensation Table for 2014	45
Grants of Plan Based Awards During 2014	45
Outstanding Equity Awards at December 31, 2014	46
Payments upon Termination or Termination Due to Change in Control	46
Employment Agreement and Termination Arrangements – CEO	46
Employment Agreement and Termination Arrangements - President	50
Termination Arrangements – NEOs (Excluding CEO and President)	53
Change in Control Arrangements – NEOs (Excluding the CEO and President)	54
Compensation Recovery Policy	56

Proposals Requiring Your Vote	57
Proposal 1 – Election of Directors	57
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm	60
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation (Say-On-Pay)	61

Security Ownership of Certain Beneficial Owners and Management	62
Directors, Officers and Certain Other Beneficial Owners	62
Section 16(a) Beneficial Ownership Reporting Compliance	63

Related Party Transactions and Code of Conduct	64
Transactions with Related Parties	64
Review, Approval or Ratification of Transactions with Related Parties	64
Code of Business Conduct and Ethics	64

Stockholder Proposals and Company Documents	65

Other Matters	66

PROXY STATEMENT SUMMARY

This summary highlights information about Spok Holdings, Inc. (the ~~“Board”~~“Company,” “Spok,” “we,” “our” or “us”) of(formerly USA Mobility, Inc.~~, a Delaware corporation~~) and certain information contained elsewhere in this proxy statement (“~~USA Mobility” or the “Company”~~Proxy Statement”)~~, is soliciting your proxy. Your proxy will be voted at the 2014~~ for our 2015 Annual Meeting of Stockholders (the ~~“Annual~~“2015 Annual Meeting”) to be held on 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, 2013 will be available on April 7, 2014, upon request, to holders of record of our common stock, par value $0.0001 per share (the “common stock”), as of April 1, 2014.

~~VOTING SECURITIES~~

~~Voting Rights and Outstanding Shares~~

~~Only stockholders of record on our transfer books at the close of trading of our common stock on the NASDAQ National Market System~~^® on April 1, 2014 (the “Record Date”), will be entitled to vote at the Annual Meeting. At the close of business on April 1, 2014, our outstanding voting securities consisted of 21,663,909 shares of common stock.

~~Holders of our common stock are entitled to one vote for each share held of record on~~. This summary does not contain all ~~matters submitted to a vote~~ of the ~~stockholders.~~

~~Methods of Voting~~

~~You may VOTE:~~

~~by marking, signing, dating and returning a proxy card;~~

~~via the Internet by following the~~information that you should consider in 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~~should carefully read 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.~~

~~If your shares are held in street name, your broker, bank, or other holder of record will include a voting instruction form with this~~entire Proxy Statement. ~~We strongly encourage you to vote your shares by following the instructions provided on such form. Please return your voting instruction form to your broker, bank, or other holder~~Spok, Inc. is our operating subsidiary and is an indirect wholly owned subsidiary of ~~record to ensure that a proxy card is voted on your behalf.~~Spok.

~~Quorum and Vote Required~~VOTING MATTERS AND BOARD OF DIRECTOR RECOMMENDATIONS

Votes cast by proxy or in person at the Annual Meeting will be tabulated by our transfer agent who is also serving as Inspector of Election (the “Inspector”). The Inspector will also determine whether or not a quorum is 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



Proposal 1. Election of Seven Directors 2. Ratification of the Selection of Independent Registered Public Accounting Firm 3. Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers	Board Vote Recommendations FOR Each Nominee FOR FOR	Page Reference 57 60 61

BOARD OF DIRECTORS NOMINEES

You 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 outcome of any of the proposals. Broker non-votes (shares held by a broker or nominee that are represented at

~~the Annual Meeting, but with respect to which the broker or nominee is not empowered~~being asked to vote on ~~a proposal) are included in determining~~ the ~~presence of a 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.~~

~~Delivery of Documents to Security Holders Sharing an Address~~

The rules of the U.S. Securities and Exchange Commission (the “SEC”) permit us to deliver a single Notice of Internet Availability or set of Annual Meeting materials to one address shared by two or more of our stockholders. We have delivered only one Proxy Statement and Annual Report to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We will promptly deliver, upon written or oral request, a separate copy of the Notice of Internet Availability or Annual Meeting materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. Please contact USA Mobility, Inc., Attn: Investor Relations, 6850 Versar Center, Suite 420, Springfield, Virginia 22151-4148 to request an additional copy of these materials.

If you prefer to receive separate copies of future Notices of Internet Availability, Proxy Statements or Annual Reports, please contact Sharon Woods Keisling at (800) 611-8488 or at the above address. If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future Notices of Internet Availability, Proxy Statements and Annual Reportsfollowing seven nominees for ~~your household, please contact Sharon Woods Keisling at (800) 611-8488 or at the above address.~~

~~PROXIES AND REVOCATION~~

The shares represented by the proxies received, properly dated and executed and not revoked will be voted at the Annual Meeting, and at any adjournments, continuations or postponements thereof, in accordance with the instructions of the stockholders. A proxy may be revoked at any time before itdirector. Each director is ~~exercised by:~~

~~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.~~

Any proxy which is returned using the form of proxy and which is not marked as to a particular item will be voted “FOR” the election of directors; “FOR” ratification of the appointment of the independent registered public accounting firm; “FOR” the advisory vote to approve named executive officer (“NEO”) compensation and as the proxy holder deems advisable on other matters that may come before the Annual Meeting, as the case may be, with respect to the items not marked. We do not expect that any matter other than the proposals presented in this Proxy Statement will be brought before the Annual Meeting. If a broker indicates on the proxy or its substitute that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present with respect to that matter. We believe that the tabulation procedures to be followed by the Inspector are consistent with the general statutory requirements in the State of Delaware concerning voting of shares and determination of a quorum.

~~PROXY SOLICITATION~~

The entire cost of soliciting proxies from our stockholders will be borne by us. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in 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.

~~ADJOURNMENTS~~

If a quorum is not present at the Annual Meeting, it may be adjourned from time to time upon the approval of the holders of shares representing a majority of the votes present in person or by proxy at the Annual Meeting until a quorum shall be present. Any business may be transacted at the adjourned meeting, which might have been transacted at the Annual Meeting originally noticed. If the adjournment is for more than 30 days, or, if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting. We do not currently intend to seek an adjournment of the Annual Meeting.

~~PROPOSAL NO. 1~~

~~ELECTION OF DIRECTORS~~

~~Below are seven directors to be~~ elected ~~at the Annual Meeting to serve until their respective successors are elected or appointed and qualified. Nominees for election to the Board shall be approved~~annually by a plurality of the ~~votes~~vote properly ~~cast by holders of the common stock present in person or by proxy at the Annual Meeting,~~cast. Further information about each ~~share being entitled to one vote.~~

Abstentions from voting on the election of directors, including broker non-votes, will have no effect on the outcome of the election of directors. In the event any nominee is unable or unwilling to serve as a nominee, the proxies may be voted for the balance of those nominees named and for any substitute nominee designated by the present Board or the proxy holders to fill such vacancy, or for the balance of those nominees named without nomination of a substitute, or the Board may be reduced in accordance with our Bylaws. The Board has no reason to believe that any of the persons named will be unable or unwilling to serve as a nominee or as a director ~~if elected.~~

~~Set forth below is certain information, as of April 1, 2014, for each person nominated to the Board:~~

~~Royce Yudkoff~~, age 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.~~

~~N. Blair Butterfield,~~ age 57, became a director of the Company in July 2013. He is a member of the Audit Committee of the Board (“Audit Committee”). 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 alsofound starting 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 continue as a director.

~~Nicholas A. Gallopo~~, age 81, became a director of the Company in November 2004. He is the Chair of the 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, formerly 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.

~~Vincent D. Kelly~~, age 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. 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.

~~Brian O’Reilly~~, age 54, became a director of the Company in November 2004. He is a member of the Nominating and Governance Committee of the Board (“Nominating 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.

~~Matthew Oristano~~, age 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. He has also served as the VP, Treasurer and member of the Board of The Oristano Foundation 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.

~~Samme L. Thompson~~, age 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.

~~Unless marked otherwise, proxies received will be voted “FOR” the election of each of the nominees named above.~~

~~Recommendation of the Board:~~

~~The Board recommends a vote “FOR” the election of all director nominees named above.~~

~~PROPOSAL NO. 2~~

~~RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

The Audit Committee has appointed Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 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.

If the stockholders do not ratify the appointment of Grant Thornton as our independent registered public accounting firm, the Audit Committee will consider the selection of another independent registered public accounting firm for 2014 and future

years. A representative of Grant Thornton will be present at the Annual Meeting and will be available to respond to appropriate questions from stockholders and to make a statement if the representative desires to do so.

Unless marked otherwise, proxies received will be voted “FOR” the ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the year ending December 31, 2014.

~~Recommendation of the Audit Committee and Board:~~

~~The Audit Committee and the Board recommend a vote “FOR” the ratification of Grant Thornton as our independent registered public accounting firm for the year ending December 31, 2014.~~

~~PROPOSAL NO. 3~~

~~ADVISORY VOTE TO APPROVED NAMED EXECUTIVE OFFICER COMPENSATION~~

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), enables our stockholders to cast an advisory vote to approve NEO compensation as disclosed in this Proxy Statement in accordance with the rules of the SEC. In 2011, the Board recommended that this advisory vote to approve NEO compensation be conducted annually and stockholders voted in favor of this recommendation by a substantial majority. Accordingly, the Board has determined that it will hold an advisory vote to approve NEO compensation annually until the next vote to determine the frequency of such an advisory vote. Subsequent to the advisory vote reflected in this proposal, the next advisory vote to approve NEO compensation is expected to occur at our annual stockholder meeting in 2015.

Our executive compensation programs are designed to attract, motivate, and retain the NEOs, who are critical to the success of our Company. Under these programs, the NEOs are rewarded for the achievement of specific short-term and long-term performance objectives, corporate strategies, business objectives and the realization of increased stockholder value.

Our Compensation Committee continually reviews the compensation programs for the NEOs to ensure these programs achieve the desired goals of aligning the executive compensation structure with the stockholders’ interests and current market practices. Based on this philosophy, the Compensation Committee approved multi-year performance based long-term incentive plan (“LTIP”) awards, annual performance based short-term incentive plan (“STIP”) awards and amended the CEO’s employment agreement to 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” 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.

The Say-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 consider the results of the Say-On-Pay vote in making future executive compensation decisions.

~~Unless marked otherwise, proxies received will be voted “FOR” the following advisory resolution:~~

“RESOLVED, that the stockholders of the Company approve the advisory resolution to approve NEO compensation, as described in the CD&A and in the tabular disclosure regarding NEO compensation (together with the accompanying narrative disclosure) in this Proxy Statement.”

~~Recommendation of the Compensation Committee and the Board:~~

The Compensation Committee and the Board recommend a vote “FOR” the advisory vote to approve NEO compensation, pursuant to the compensation disclosure rules of the SEC, including the CD&A and the compensation tables.

~~Performance Graph~~

~~We began trading on the NASDAQ National Market~~^® on November 17, 2004. The chart below compares the relative changes in the cumulative total return of our common stock for the period December 31, 2008 to December 31, 2013, against the cumulative total return of the NASDAQ Composite Index^® ~~and the NASDAQ Telecommunications Index~~^® ~~for the same period.~~

The chart below assumes that on December 31, 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, 2008 to December 31, 2013.

~~THE BOARD OF DIRECTORS AND COMMITTEES~~

The Board met six times during 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 2013 Annual Meeting held on July 23, 2013 either in person or by telephone.

~~Stockholders’ Communications~~

We have not developed a formal process by which stockholders may communicate directly to the Board. We believe that an informal process, in which stockholder communications (or summaries thereof) are received by the Secretary for the Board’s attention and provided to the Board, has served the Board’s and the stockholders’ needs. All communications received are immediately communicated electronically to the Board or Committee Chairman where appropriate. Responses, if appropriate, to these communications may come from the Secretary or a Board member. Until other procedures are developed, any communications to the Board should be addressed to the Board and sent in care of our Secretary at the following address: USA Mobility, Inc., c/o Secretary, 6850 Versar Center, Suite 420, Springfield, Virginia 22151-4148.

~~Director Independence~~

The NASDAQ Stock Market LLC (“NASDAQ”) corporate governance rules require that a majority of the Board be independent. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with the Company. In assessing the independence of its members, the 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, 2013 that all directors were independent, with the exception of Mr. Kelly, our CEO.

~~Leadership Structure~~

The Board has segregated the positions of Chair of the Board and CEO since the Company’s inception in 2004. The position of Chair of the Board has been filled by an independent director. The Board believes that segregation of these positions has allowed the CEO to focus on managing our day-to-day activities within the parameters established by the Board. The position of Chair of the Board provides leadership to the Board in establishing our overall strategic direction consistent with the input of other directors of the Board and management. The Board believes this structure has served the stockholders well by ensuring the development and implementation of our strategies in both the wireless telecommunications and software industries.

~~Risk Oversight~~

Our primary risks consist of managing our businesses profitably within the environment of declining revenues and subscribers for our wireless business and profitably 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 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 that we expect will drive profitability in our business. See “CD&A – Compensation Policies and 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.

~~Committees~~

~~During 2013 the Board had a standing Nominating and Governance Committee, Compensation Committee and Audit Committee as represented in the following table:~~page 58.



~~Board of Directors~~	~~Nominating and Governance Committee~~	~~Compensation Committee~~	~~Audit Committee~~
~~Royce Yudkoff~~ ~~(Chair)~~	M	M
~~Nicholas A. Gallopo~~			C
N. Blair Butterfield*			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~~
~~M = Member~~

* During 2013, Mr. Butterfield served on the Board from July 24, 2013 to December 31, 2013 while Mr. Heim served on the Board from January 1, 2013 to July 23, 2013.

~~Nominating and Governance Committee~~

As of December 31, 2013 the members of the Nominating and Governance Committee consisted of Messrs. Oristano, O’Reilly and Yudkoff, each of whom is 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 twice in 2013 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 at ~~http://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 guidelines applicable to our Company.

The Nominating and Governance Committee considers Board candidates based upon various criteria, such as skills, knowledge, perspective, broad business judgment and leadership, relevant specific industry or regulatory affairs knowledge, business creativity and vision, experience, and any other factors appropriate in the context of an assessment of the Nominating and Governance Committee’s understood needs of the Board at that time. In addition, the Nominating and Governance Committee considers whether the individual satisfies criteria for independence, as may be required by applicable regulations, and personal integrity and judgment. Accordingly, the Board seeks to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to our Company.

The Nominating and Governance Committee does not have a formal policy with respect to diversity, but as part of its review of Board candidates, the Committee considers diversity in the context of age, business experience, knowledge and perspective from other industries or business disciplines such as investment banking, manufacturing, professional services or consulting among others. This consideration is included as part of the overall decision on the candidates for the Board.

The Nominating and Governance Committee has the sole authority to retain, compensate, and terminate any search firm or firms to be used in connection with the identification and assessment of director candidates. In 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, the Nominating and Governance Committee recommended Mr. Butterfield to the Board, and the Board nominated Mr. Butterfield for election as a director at the 2013 Annual Meeting. Mr. Butterfield was elected by the stockholders as a director on July 23, 2013.

The Nominating and Governance Committee considers proposed nominees whose names are submitted to it by stockholders; however, it does not have a formal process for that consideration. We have not adopted a formal process because we believe that an informal consideration process has served stockholders well. The Nominating and Governance Committee intends to review periodically whether a more formal policy should be adopted. If a stockholder wishes to suggest a proposed name for the Nominating and Governance Committee’s consideration, the name of that nominee and related personal information should be forwarded to the Nominating and Governance Committee, in care of our Secretary, at least six months before the next Annual Meeting of Stockholders to ensure time for meaningful consideration by the Nominating and Governance Committee. The policy for nominating directors is the same regardless if the nominees are submitted to the Nominating and Governance Committee by stockholders or if the nominees are recommended by the Company or the Board. See also “Stockholder Proposals” for Bylaw requirements for nominations.

~~All of the nominees for directors being voted upon at the Annual Meeting are directors standing for re-election.~~

~~Compensation Committee~~

As of December 31, 2013, the members of the Compensation Committee consisted of Messrs. O’Reilly, Thompson and Yudkoff, each of whom is 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 ensures that the Company’s compensation programs are designed to encourage high performance and promote accountability and that employee interests are aligned with the interests of our stockholders. The Compensation Committee met four times during 2013 and took no action by unanimous written consent in lieu of a meeting.

~~The Board has adopted a charter setting forth the structure, authority and responsibilities of the Compensation Committee, which may be viewed online on our website at~~ ~~http://www.usamobility.com/about_us/investor_relations/~~. Under its charter, the Compensation Committee oversees the implementation and administration of the compensation plans for senior management of the Company, including incentive compensation and equity-based plans; approves all compensation for the CEO’s direct reports who also serve as our executive officers and makes 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; evaluates and approves all executive compensation programs, including adoption or amendment to incentive compensation and equity-based awards; and evaluates the performance of the CEO and recommends CEO compensation for Board approval based on such evaluation and 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").

~~Audit Committee~~

As of December 31, 2013 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 is 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 ten times during 2013 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 at ~~http://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.

During 2013 the Audit Committee supervised the Company’s remediation of the material weakness in internal control over financial reporting relating to software revenue recognition. As reported in our Annual Report on Form 10-K for the year ended December 31, 2013 (the “2013 Form 10-K”) the Company completed its remediation activities, including the testing of the operating effectiveness of the changes to the software revenue recognition controls in the fourth quarter of 2013. As a result, at December 31, 2013, the Company concluded it had remediated the previously reported material weakness in internal control over financial reporting. The detail of the changes is outlined in "Item 9A. ~~CONTROLS AND PROCEDURES~~, ~~Management’s Remediation Initiatives and Changes in Internal Controls Over Financial Reporting"~~ ~~in the 2013 Form 10-K.~~

As described under the heading “Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm,” the Audit Committee has appointed Grant Thornton as our independent registered public accounting firm for the year ending December 31, 2014 and is seeking ratification of the appointment at the Annual Meeting.

~~FEES AND SERVICES~~

~~Fees Paid to the Independent Registered Public Accounting Firm~~

~~The following table summarizes fees billed to us through April 1, 2014 by Grant Thornton relating to services provided for the periods stated.~~

For the Year Ended
December 31,
Grant Thornton LLP
2013
($)

2012
($)
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

~~(a)~~

The audit fees (including out-of-pocket expenses) for the years ended December 31, 2013 and 2012 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 on Form 10-K for the year ended December 31, 2012 (the “2012 Form 10-K”).


~~(b)~~	Audit-related fees that were paid to our independent registered public accounting firm related to 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.


~~(c)~~	~~Tax fees consist of tax compliance, tax advice and tax planning services. No tax fees were paid to our independent registered public accounting firm in 2013 or 2012.~~


~~(d)~~	~~All other fees that were paid to our independent registered public accounting firm in 2012 related to the review of SEC comment letters.~~

~~Pre-Approval Policies and Procedures~~

The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy generally provides that we will not engage our independent registered public accounting firm to render audit services unless the service is specifically approved in advance by the Audit Committee or the engagement is entered into pursuant to one of the pre-approval procedures described below.

From time to time, the Audit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next twelve months. Any such pre-approval is detailed as to the particular service or types of services to be provided and is also generally subject to a maximum dollar amount.

The Audit Committee may also delegate to one or more of its members the authority to approve any audit or non-audit services to be provided by the independent registered public accounting firm. Any approval of services by a member of the Audit Committee pursuant to this delegated authority is reported at the next Audit Committee meeting.

All audit and audit-related fees in 2013 and 2012 were approved by the Audit Committee pursuant to our pre-approval policy except for $79,433 of audit fees in 2013 which have not yet been approved by the Audit Committee.

~~AUDIT COMMITTEE REPORT~~

In accordance with its written charter adopted by the Board, the Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and financial reporting practices. The Audit Committee oversees our financial reporting process on behalf of the Board.

Management is responsible for the preparation of our financial statements and the financial reporting process, including the system of internal controls. Grant Thornton (the “auditor”) is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles and on the effectiveness of our internal control over financial reporting.

~~In discharging its oversight responsibility, the Audit Committee reviewed and discussed with management and the auditor the audited financial statements that were included in our 2013 Form 10-K.~~

The Audit Committee discussed with the auditor the matters required to be discussed under applicable Public Company Accounting Oversight Board (“PCAOB”) standards. In addition, the Audit Committee discussed with the auditor the auditor’s independence from the Company and its management and received the written disclosures and letter from the auditor as required by the applicable requirements of the PCAOB regarding the auditor’s communications with the Audit Committee concerning independence.

~~Based on the foregoing, the Audit Committee recommended to the Board and the Board approved the inclusion of our audited financial statements in the 2013 Form 10-K for filing with SEC.~~

~~Audit Committee:~~

~~Nicholas A. Gallopo, Chair~~Name

N. Blair Butterfield

Nicholas A. Gallopo

Vincent D. Kelly

Brian O’Reilly

Matthew Oristano

Samme L. Thompson

Royce Yudkoff

Age

~~The foregoing report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act~~

Director Since

2013

2004

Principal Occupation

Retired President, Vital Health Software, North America

Retired Partner,

Arthur Anderson LLP

President and Chief

Executive Officer, Spok

Holdings, Inc.

Retired Managing Director,

Toronto Dominion Bank

Chairman and Chief

Executive Officer, Reaction Biology Corporation

Retired Senior Vice

President, Global Corporate

Strategy and Business

Development, Motorola

Managing Partner, ABRY

Partners, LLC

Independent

Yes

Board Committee*

CC, NC

AC, NC

AC, CC

CC, NC

*AC – Audit Committee; NC – Nominating and Governance Committee; CC – Compensation Committee

CORPORATE GOVERANCE HIGHLIGHTS



- Annual election of ~~1933, as amended,~~directors - No shareholder rights plan or ~~the Exchange Act (together, the “Acts”), except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under the Acts.~~ ~~DIRECTOR COMPENSATION~~ On August 1, 2007, for periods of service beginning on July 1, 2007 and through June 30, 2013, the Board approved that 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"poison" pill - 6 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~~7 directors are independent - Chair of the ~~Audit Committee).~~ Board of Directors is an independent director - All Board committees consist solely of independent directors - 100% Board and Committee attendance in 2014	- Stock ownership guidelines for directors and executive officers - Policies prohibiting hedging and pledging of our stock - Compensation "clawback" policy - Comprehensive Code of Business Conduct and Ethics guidelines - Strong pay-for-performance philosophy - Regular executive sessions of independent directors

STOCKHOLDER ENGAGEMENT

We value our stockholders input and interact with our stockholders in a variety of ways. In 2014, we contacted our top 25 stockholders representing approximately 67% of our outstanding shares to solicit feedback and explain our strategy on corporate governance and executive compensation. Certain of these stockholders declined to meet with management, however, we did meet with stockholders representing approximately 37% of our shares outstanding. We also sponsored an investor day in November 2014 in New York City and quarterly meet with investors to review our quarterly operating and financial results. Our Investor Relations professional is the contact point for stockholder interaction with the Company. Investors can reach us at (800) 611-8488 or via email at Bob.Lougee@spok.com.

2014 BUSINESS HIGHLIGHTS

Corporate Summary

With the acquisition of the software operations in 2011 the Company has begun a long-term transition from a declining wireless centric customer base to a growing software centric critical communications customer base. This means that until our software revenue growth exceeds the decline in our wireless revenue, total consolidated revenue will decline. This also means that operating cash flow (a non-GAAP financial measure) will also decline year over year until the Company successfully transitions to growth. Both consolidated revenue and operating cash flow, along with software bookings, have been identified by the Compensation Committee as key drivers of stockholder value during this transition.

In our 2013 Annual Report on Form 10-K we outlined the following operating objectives and priorities for 2014 as part of our transition from our wireless centric business model to a growth oriented critical communications model. Our 2014 achievement of those operating objectives and priorities are summarized below:



2014 Operating Objectives and Priorities	2014 Achievement

1)Grow our software revenue and operations bookings. 2)Retain our wireless subscribers and revenue stream. 3)Return capital to our stockholders. 4)Seek long-term revenue growth through business diversification.	1)Annual software revenue grew 12.5% over 2013. Software operation bookings grew 28.5% over 2013. 2)Net churn for wireless subscribers in 2014 was 8.7% versus 9.2% in 2013. Wireless revenue declined 11.4% in 2014 versus a decline of 11.3% in 2013. 3)Cash dividends paid in 2014 were $10.8 million and common stock repurchases were $4.3 million. 4)We investigated potential acquisition candidates but did not identify any candidates that met our screening criteria to provide stockholder value at a reasonable valuation.

We also announced our plan to return $26 million to stockholders in 2015 through a combination of dividends, common stock repurchases and/or special dividends.

For more information regarding Spok’s 2014 performance, please see our Annual Report to Stockholders for the year ended December 31, 2014 (“2014 Annual Report”).

COMPENSATION PROGRAM HIGHLIGHTS

Annual base salary amounts for named executive officers (“NEOs”) remained unchanged from 2013.

The 2014 short-term incentive plan (“2014 STIP”) paid 112.5% of the incentive target for each NEO based on achievement of the pre-established performance goals.

The performance cycle for the 2011 long-term incentive plan (“2011 LTIP”) concluded on December 31, 2014 with achievement of the pre-established performance goals. Payment of vested restricted stock units (“RSUs”) was made in shares of Spok’s common stock in March 2015.

Stock ownership guidelines were established for all executive officers, including NEOs (excluding the CEO). Stock ownership guidelines for the CEO were increased in 2014. Stock ownership guidelines for the independent directors had already been established.

Policies prohibiting pledging and hedging of our stock for all executive officers, including NEOs, were established.

A “clawback” policy for adjustment or recovery of compensation in certain circumstances was established.

KEY GOVERANANCE ELEMENTS IN OUR EXECUTIVE COMPENSATION PROGRAM

The following is a summary of specific elements of our executive compensation program designed to align the interests of our stockholders and executives



What We Do	What We Don't Do
√ Pay for Performance – All short-term and long-term incentives for our NEO compensation is at risk variable compensation. √ Measurable Performance Metrics-Variable Compensation is based on quantifiable performance criteria. √ Stock Ownership Guidelines – All key executives are required to own a minimum amount of our stock. √ Award Caps – All of our variable compensation has caps on plan formulas. √ “Clawback” Provisions – Adjustment or recovery of compensation is required in certain circumstances.	XNo Excessive Perquisites. XNo Hedging – All executive officers, including NEOs, are prohibited from engaging in hedging activities with Spok stock. X No Pledging – All executive officers, including NEOs, do not pledge their Spokstock. XNo Tax Gross-Ups. X No Issuance of Stock Options – Our long term compensation is 100% performance-based in the form of performance-vesting restricted stock units payable in Spok common stock.

QUESTIONS AND ANSWERS ABOUT THE 2015 ANNUAL MEETING AND VOTING

1. WHY DID I RECEIVE THESE PROXY MATERIALS?

Our Board of Directors (“Board”) is soliciting your proxy. Your proxy will be voted at the 2015 Annual Meeting on July 29, 2015 at 9:00 a.m. Eastern Time at the Mandarin Oriental, Room: Garden I, 1330 Maryland Avenue SW, Washington, DC 20024 and at any adjournment(s) or postponement(s) of such meeting. All properly executed written proxies and all properly completed proxies submitted by telephone or by the Internet that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked before completion of voting at the meeting.

2. WHAT IS THE RECORD DATE AND WHAT DOES IT MEAN?

The Record Date for the 2015 Annual Meeting is June 3, 2015. Only stockholders of record on our transfer books at the close of trading on the NASDAQ National Market System on the Record Date will be entitled to vote at the Annual Meeting. On April 1, 2015 there were 21,739,412 shares of our common stock outstanding. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.

3. WHAT IS THE DIFFERENCE BETWEEN A STOCKHOLDER OF RECORD AND A

STOCKHOLDER WHO HOLDS STOCK IN STREET NAME?

If your shares of stock are registered in your name on the books and records of our transfer agent, you are the stockholder of record. If your shares of stock are held for you in the name of your broker, bank or other nominee, your shares are held in street name. The answer to Question 10 describes brokers’ discretionary voting authority and when your broker, bank or other nominee is permitted to vote your shares of stock without instructions from you.

It is important that you vote your shares if you are a stockholder of record and, if you hold shares in street name, that you provide appropriate voting instructions to your broker, bank or other nominee as discussed in the answer to Question 10.

4. WHAT ARE THE DIFFERENT METHODS THAT I CAN USE TO VOTE MY SHARES OF

COMMON STOCK?

By Telephone or Internet Proxy: All stockholders of record may vote their shares of common stock by touch-tone telephone using the telephone number on the proxy card (within the United States, U.S. territories and Canada, there is no charge for the call), or by the Internet, using the procedures and instructions described on the proxy card and other enclosures. Street name holders may vote by telephone or the Internet if their brokers, banks or other nominees make those methods available. If that is the case, each broker, bank or other nominee will enclose instructions with the Proxy Statement. The telephone and Internet voting procedures, including the use of control numbers, are designed to authenticate stockholders’ identities, to allow stockholders to vote their Shares and to confirm that their instructions have been properly recorded.

In Writing: All stockholders also may vote by mailing their completed and signed proxy card (in the case of stockholders of record) or their completed and signed voting instruction form (in the case of street name holders).

In person: All stockholders of record may vote in person at the meeting. Street name holders must obtain a legal proxy from their broker, bank or other nominee and bring the legal proxy to the meeting in order to vote in person at the meeting.

5. WHAT ITEMS WILL BE VOTED ON AT THE 2015 ANNUAL MEETING?



Proposal Proposal 1 – Election of Directors (pages 57-60)	Voting Choices, Board Recommendation and Voting Requirement Voting Choices · Vote for a nominee; or · Vote against a nominee. Board Recommendation The Board recommends a vote “FOR” each of the nominees named in the Proxy Statement. Voting Requirement Directors will ~~vest~~be elected by plurality of the votes cast, present in person or by proxy with each share being entitled to one vote of the votes cast. Abstentions from voting on the ~~earlier~~election of directors, including broker non-votes, will have no effect on the outcome of the election of directors. In the event any nominee is unable or unwilling to serve, the proxies may be voted for the balance of those nominees named and for any substitute nominee designated by the present Board or the proxy holders to fill such vacancy, or for the balance of those nominees named without nomination of a ~~change~~substitute, or the Board may be reduced in ~~control~~accordance with our Bylaws. The Board has no reason to believe that any of the persons named will be unable or unwilling to serve as a director if elected.



Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm (pages 60-61)	Voting Choices · Vote for the ratification; · Vote against the ratification; or · Abstain from voting. Board Recommendation The Board recommends a vote “FOR” this proposal. Voting Requirement The selection of the independent registered public accounting firm will be ratified if the votes cast “FOR” exceed the votes cast “AGAINST.”



Proposal 3 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers (page 61)	Voting Choices · Vote for the compensation of the Company’s named executive officers; · Vote against the compensation of the Company’s named executive officers; or · Abstain from voting. Board Recommendation The Board recommends a vote “FOR” this proposal. Voting Requirement The compensation of the Company’s named executive officers will be approved on an advisory basis if the votes cast “FOR” exceed the votes cast “AGAINST”. This vote is not binding upon the Company, ~~(as defined in~~ the ~~2004 Equity Plan for restricted stock granted before May 16, 2012~~Board or the ~~2012 Equity Plan~~Compensation Committee. Nevertheless, the Compensation Committee values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for ~~grants~~the Company’s named executive officers.

6. ARE VOTES CONFIDENTIAL?

We will continue our long-standing practice of holding the votes of each stockholder in confidence from directors, officers and employees, except: (a) as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company; (b) in the case of a contested proxy solicitation; (c) if a stockholder makes a written comment on the proxy card or otherwise communicates his or her vote to the Company; or (d) to allow the independent inspectors of election to certify the results of the vote.

7. WHO COUNTS THE VOTES?

We will continue, as we have for many years, to retain an independent tabulator to receive and tabulate the Proxies and independent inspectors of election to certify the results.

8. WHAT IF A STOCKHOLDER DOES NOT SPECIFY A CHOICE FOR A MATTER WHEN

RETURNING A PROXY?

Stockholders should specify their voting choice for each matter on the accompanying proxy. If no specific choice is made for one or more matters, proxies that are signed and returned will be voted “FOR” the election of each of the nominees for director, “FOR” the proposal to ratify the selection of Grant Thornton LLP (“Grant Thornton”), as our independent registered public accounting firm for the year ending December 31, 2015 and “FOR” the advisory vote to approve the compensation of the Company’s named executive officers.

9. WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

It means that you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares.

We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Computershare Trust Company, N.A. Computershare’s address is P.O. Box 43078, Providence, Rhode Island 02940-3078. You can reach Computershare at 1-800-442-0077 (from within the United States or Canada) or 1-781-575-3572 (from outside the United States or Canada).

10. WILL MY SHARES BE VOTED IF I DO NOT PROVIDE MY PROXY?

Stockholders of Record: If you are a stockholder of record (see Question 3), your shares will not be voted if you do not provide your proxy unless you vote in person at the meeting. It is, therefore, important that you vote your shares.

Street Name Holders: If your shares are held in street name (see Question 3) and you do not provide your signed and dated voting instruction form to your bank, broker or other nominee, your shares may be voted by your broker, bank or other nominee, but only under certain circumstances. Specifically, under the NASDAQ National Market (“NASDAQ”) rules, shares held in the name of your broker, bank or other nominee may be voted by your broker, bank or other nominee on certain “routine” matters if you do not provide voting instructions. Only the ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm is considered a “routine” matter for which brokers, banks or other nominees may vote uninstructed shares. The other proposals to be voted on at our meeting (specifically, the election of director nominees and the advisory vote to approve the compensation of the Company’s named executive officers) are not considered “routine” under the NASDAQ rules, so the broker, bank or other nominee cannot vote your shares on any of these proposals unless you provide to the broker, bank or other nominee voting instructions for each of these matters. If you do not provide voting instructions on a matter, your shares will not be voted on the matter, which is referred to as a “broker non-vote.”

11. ARE ABSTENTIONS AND BROKER NON-VOTES COUNTED?

Abstentions and broker non-votes will not be included in vote totals and will not affect the outcome of the vote at the 2015 Annual Meeting. Broker non-votes are described more particularly in Question 10 above.

12. HOW CAN I REVOKE A PROXY?

You can revoke a proxy before the completion of voting at the meeting by:


(a)	giving written notice to the Corporate Secretary of the Company;


(b)	delivering a later-dated proxy; or ~~after May 16, 2012) or one year from~~


(c)	voting in person at the ~~date~~meeting.

13. WHO WILL PAY THE COST OF THIS PROXY SOLICITATION?

The cost of this solicitation of proxies will be paid by the Company. In addition to the use of mail, some of the officers and regular employees of the Company may solicit proxies by telephone and will request brokerage houses, banks, and other custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of common stock held of record by such persons. The Company will reimburse

such persons for expenses incurred in forwarding such soliciting material. It is contemplated that additional solicitation of proxies will be made in the same manner under the engagement and direction of Georgeson Inc. (a subsidiary of Computershare Limited) at an anticipated cost of $18,000, plus reimbursement of out of pocket expenses.

14. HOW DO I OBTAIN ADMISSION TO THE 2015 ANNUAL MEETING?

You are cordially invited to attend the Annual Meeting in person. You are entitled to attend the Annual Meeting if you were a stockholder as of the close of business on June 3, 2015 or you hold a valid proxy for the Annual Meeting. In addition, if you are not a stockholder of record but hold shares through a broker, bank, trustee or nominee (i.e. in street name), you will be required to provide proof of beneficial ownership as of the record date. Proof of beneficial ownership can take the form of your most recent account statement prior to the Record Date, a copy of the voting instruction card provided by your broker, bank, trustee or nominee, a copy of the Notice of Internet Availability of Proxy Materials, if one was mailed to you, or similar evidence of ownership.

15. MAY STOCKHOLDERS ASK QUESTIONS AT THE 2015 ANNUAL MEETING?

Yes. Management will answer stockholders’ questions of general interest during the question and answer period of the meeting. In order to provide an opportunity for everyone who wishes to ask a question, each stockholder will be limited to two minutes. Stockholders may be asked to hold a second question until all others have first had their turn and if time allows.

16. HOW MANY VOTES MUST BE PRESENT TO HOLD THE 2015 ANNUAL MEETING?

Your shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly return a proxy by Internet, telephone or mail. In order for us to conduct our meeting, a majority of our outstanding shares of common stock issued and outstanding and entitled to vote must be present in person or by proxy at the meeting. This is referred to as a quorum. Abstentions and shares of record held by broker, bank or other nominee (‘broker shares”) that are voted on any matter are included in determining the number of shares present. Broker shares that are not voted on any matter will not be included in determining whether a quorum is present.

BOARD OF DIRECTORS AND GOVERNANCE MATTERS

BOARD RESPONSIBILITY, COMPOSITION AND MEETINGS

The primary responsibility of the Board of Directors (the “Board”) is to foster the long-term success of the Company. In fulfilling this role, each director must exercise his good faith business judgment of the best interests of the Company. The Board has responsibility for establishing broad corporate policies, setting strategic direction and overseeing management, which is responsible for the day-to-day operations of the Company.

Our Board consists of seven directors. Directors are elected annually at each annual meeting to serve until the next annual meeting and until their successors are duly elected and qualified, subject to their earlier death, resignation or removal. Each of the nominees currently serves as a director and was elected by the stockholders at the 2014 Annual Meeting. Biographical information and qualifications of the nominees for director are included under “Proposal 1 – Election of Directors” on page 57.

The Board holds regular meetings each quarter and special meetings are held when necessary. The Board’s organizational meeting follows the annual meeting of stockholders. Each year, one of the Board meetings is devoted primarily to reviewing the Company’s long-range plan. The Board held five meetings in 2014. The Board meets in executive session at every Board meeting. Directors are expected to attend the Board meetings, the annual meeting of stockholders and meetings of committees of the Board on which they serve, with the understanding that, on occasion, a director may be unable to attend a meeting. During 2014 all nominees for director attended 100% of the aggregate number of meetings of the Board and any standing committees of the Board on which they serve. All directors attended the 2014 Annual Meeting.

BOARD LEADERSHIP STRUCTURE

The Board has segregated the positions of Chair of the Board and Chief Executive Officer (“CEO”) since the Company’s inception in 2004. The position of Chair of the Board has been filled by an independent director. The Board believes that segregation of these positions has allowed the CEO to focus on managing our day-to-day activities within the parameters established by the Board. The position of Chair of the Board provides leadership to the Board in establishing our overall strategic direction consistent with the input of other directors of the Board and management. The Board believes this structure has served the stockholders well by ensuring the development and implementation of our strategies in both the wireless telecommunications and software industries.

GOVERNANCE GUIDELINES, POLICIES AND CODES

The Board has adopted Corporate Governance Guidelines that may be found on our website at www.spok.com/our_company/investor_relations/. In addition, the Board has adopted a Code of Business Conduct and Ethics that applies to all our directors and employees including the CEO, Chief Financial Officer (“CFO”) and Controller/Chief Accounting Officer. This Code of Business Conduct and Ethics may be found on our website www.spok.com/our_company/investor_relations/. During the period covered by this report, we did not request a waiver of our Code of Business Conduct and Ethics and did not grant any such waivers. Should any amendment or waiver become necessary, we intend to post such amendments to or waivers from our Code of Business Conduct and Ethics (to the extent applicable to the Company’s directors, executive officers or principal financial officers) on our website. Information on the Company’s website is not, and shall not be deemed to be a part of this Proxy Statement or incorporated into any other filings the Company makes with the U.S. Securities and Exchange Commission (“SEC”).

BOARD’S RISK OVERSIGHT ROLE

Our primary risks consist of managing our business profitably within the environment of declining wireless revenues and subscribers and profitably expanding our software revenues and bookings. 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 annual budget that results from the strategic planning process. Using that information the Compensation Committee establishes both the short-term and long-term compensation programs along with the performance criteria that apply to 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 that we expect will drive profitability in our business. See “Compensation Discussion and Analysis – Executive Compensation Design – Compensation Policies and 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.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has established various separately-designated standing committees to assist it with performance of its responsibilities. The Board designates the members of these committees and the committee chairs annually at its organizational meeting, which typically follows the annual meeting of stockholders, based on the recommendations of the Nominating and Governance Committee. The Chair of each committee works with Company management to develop the agenda for that committee and determine the frequency and length of committee meetings. After each meeting, each committee provides a full report to the Board.

The Board has adopted written charters for each of these committees. These charters are available on the Company’s website at www.spok.com/our_company/investor_relations/. The following table summarizes the primary responsibilities of the committees:

Committee

Audit

Compensation

Nominating and

Governance

Primary Responsibilities

The Audit Committee assists the Board in its oversight of ~~grant, provided, in each case,~~the integrity of the Company’s financial statements and financial reporting processes and systems of internal control; the qualifications, independence and performance of the Company’s independent registered public accounting firm, the internal auditors and the internal audit function and the Company’s compliance with legal and regulatory requirements. The Audit Committee also prepares the Audit Committee Report that the ~~non-executive director maintains continuous service on~~rules of the ~~Board through~~SEC require the ~~vesting date. Future cash dividends~~Company to include in its proxy statement. See pages 17 to 18 for further matters 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.~~

~~In 2013 the Compensation~~ Committee, reviewed director compensation in light of the Company’s strategy to create long-term stockholder value based on the ultimate growth potential of the Company’s technology solutions and operations. The Compensation Committee engaged PM&P to assist the Compensation Committee in performing this review. Total fees paid to PM&P in 2013 were less than $25,000. PM&P was engaged to review the non-executive director compensation structure in relation to typical market practice for a defined peer group and to provide input on the director’s cash compensation, pay mix (cash versus equity), and the type and level of equity grants. The peer group developed by PM&P consisted of twenty companies that provided integrated telecommunication services, wireless telecommunication services, communication equipment, alternative carriers, internet software and services and healthcare technology providers. The companies were: Consolidated Communications Holdings, Inc.; Cbeyond, Inc.; NTELOS Holdings Corp.; Iridium Communications, Inc.; Cogent Communication Group, Inc.; Shenandoah Telecommunications Company; Inteliquent, Inc. (formerly known as Neutral Tandem, Inc.); Primus Telecommunications Group, Inc.; Merge Healthcare, Inc.; Medidata Solutions, Inc.; Lumos Networks Corp.; Computer Programs and Systems, Inc.; Hickory Tech Corp.; CalAmp Corp.; LivePerson Inc.; Greenway Medical Technologies, Inc.; inContact Inc.; 8x8, Inc.; Meru Networks, Inc.; and Vocera Communication, Inc.

~~On July 23, 2013, for the periods of service beginning on July 1, 2013, the Board approved a change in the non-executive directors’ compensation plan based on the~~including its report from PM&P and the recommendations of the Compensation Committee. This change was designed to align non-executive directors compensation more closely to market compensation as represented by the peer group. The non-executive directors will receive restricted stock quarterly based upon the closing price per share of our common stock at the end of each quarter, such that each non-executive director will receive $60,000 per year of restricted stock ($70,000 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 2012 Equity Plan) or one year from the date of grant, provided, in each case, that the non-executive director maintains continuous service on the Board. 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. The non-executive directors are required to hold shares of common stock 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 30^th 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 the 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, in the form of cash, shares of common stock, or any combination thereof. At April 7, 2014 all directors were in compliance with the minimum ownership requirement.

The non-executive directors are reimbursed for any reasonable out-of-pocket Board related expenses incurred. There are no other annual fees paid to these non-executive directors. A director that is employed as an executive of our Company is not separately compensated for service as a director.

~~No change in director compensation has been planned for 2014.~~

We used the fair-value based method of accounting for the equity awards. The restricted stock will vest on the earlier of a change in control or one year from the date of grant and the fair value is amortized as compensation expense over a one-year period. The amounts shown below for restricted stock reflect the grant date fair value of the restricted stock issued quarterly to the non-executive directors based on the price per share of our common stock on the last trading day prior to the quarterly award date. The following table sets forth the compensation earned by the non-executive directors for the year ended December 31, ~~2013 (amounts reflect~~2014.

The Compensation Committee determines, reviews and approves the compensation of the NEOs, including salary, annual short-term incentive awards and long-term incentive awards. The Compensation Committee reviews director compensation and recommends changes ~~effective July 1, 2013 as discussed above):~~

~~Director~~in compensation to the Board. In addition, the Compensation ~~Table For 2013~~Committee evaluates the design and effectiveness of the Company’s incentive programs. See pages 19 to 21 for further matters related to the Compensation Committee, including a discussion of its procedures and its report on the Compensation Discussion and Analysis appearing on pages 25 through 43.

Director Name
Fees Earned or
Paid in Cash
($)

Restricted Stock Awards
($)

Total
($)
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)~~	~~Included in the column "Restricted Stock Awards" is a total of 3,406 RSUs awarded to each non-executive director in 2013 and outstanding as of December 31, 2013.~~


~~(b)~~	~~Included in the column "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, in 2013 and outstanding as of December 31, 2013.~~


~~(d)~~	~~All restricted stock awarded to Mr. Heim from October 2012 through July 2013 was forfeited on July 23, 2013 as he was not a member of the Board of Directors.~~

~~EXECUTIVE OFFICERS~~

~~Our executive officers serve~~The Nominating and Governance Committee identifies individuals qualified to become Board members consistent with the criteria established by the Board, which are described in the Company’s Corporate Governance Guidelines, and recommends a slate of nominees for election at each annual meeting of stockholders; makes recommendations to the ~~pleasure~~Board concerning the appropriate size, function, needs and composition of the ~~Board. Set~~Board and its committees; advises the Board on corporate governance matters, including the development of recommendations to the Board on the Company’s corporate governance principles; and oversees the self-evaluation process of the Board and its committees.

The following table sets forth the current members of each committee and the number of meetings held during 2014:



Name N. Blair Butterfield* Nicholas A. Gallopo* Vincent D. Kelly Brian O’Reilly* Matthew Oristano* Samme L. Thompson* Royce Yudkoff*⁽⁴⁾	Audit⁽¹⁾ √ Chair √ √	Compensation⁽²⁾ Chair √ √	Nominating and Governance⁽³⁾ √ Chair √
2014 Meetings	4	3	2

* Independent Director


(1)	The Audit Committee consists entirely of non-management directors all of whom the Board has determined are independent within the meaning of the listing standards of the NASDAQ and Rule

10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that all members of the Audit Committee are financially literate and that Nicholas A. Gallopo and Matthew Oristano are “audit committee financial experts” within the meaning set forth in the regulations of the SEC.


(2)	The Compensation Committee consists entirely of non-management directors all of whom the Board has determined are independent within the meaning of the listing standards of NASDAQ, are non-employee directors for the purposes of Rule 16b-3 of the Exchange Act; and satisfy the requirements of Internal Revenue Code Section 162(m) for outside directors.


(3)	The Nominating and Governance Committee consists entirely of non-management directors all of whom the Board has determined are independent within the meaning of the listing standards of NASDAQ.


(4)	Chair of the Board of Directors.

DIRECTORS

Process for Nominating Directors

The Nominating and Governance Committee is responsible for identifying and evaluating nominees for director and for recommending to the Board a slate of nominees for election at the annual meeting.

In identifying potential candidates for Board membership, the Nominating and Governance Committee relies on suggestions and recommendations from directors, management, stockholders and others, including from time to time executive search and board advisory firms. The Nominating and Governance Committee has the sole authority to retain, compensate and terminate any search firm or firms to be used in connection with the identification and assessment of director candidates.

The Nominating and Governance Committee considers proposed nominees whose names are submitted to it by stockholders; however, it does not have a formal process for that consideration. We have not adopted a formal process because we believe that an informal consideration process has served stockholders well. The Nominating and Governance Committee intends to review periodically whether a more formal policy should be adopted. If a stockholder wishes to suggest a proposed name for the Nominating and Governance Committee’s consideration, the name of that nominee and related personal information should be forwarded to the Nominating and Governance Committee, in care of our Secretary, at least six months before the next Annual Meeting of Stockholders to ensure time for meaningful consideration by the Nominating and Governance Committee. The policy for nominating directors is the same regardless if the nominees are submitted to the Nominating and Governance Committee by stockholders or if the nominees are recommended by the Company or the Board. The Company’s Bylaws set forth the procedures that a stockholder must follow to nominate directors. (see “Stockholder Proposals and Company Documents” on page 65.)

The current composition of our Board of Directors is discussed under “Board Responsibility, Composition and Meetings” on page 10. Biographical information and qualifications of the nominees for director are included under “Proposal 1-Election of Directors” on page 57.

Director Qualifications and Board Diversity

the individual satisfies criteria for independence, as may be required by applicable regulations, and personal integrity and judgment. Accordingly, the Board seeks to attract and retain highly-qualified directors who have sufficient time to attend to their substantial duties and responsibilities to our Company.

The Nominating and Governance Committee is focused on diversity, and as part of its review of Board candidates, the Nominating and Governance Committee considers diversity in the context of age, business experience, knowledge and perspective from other fields or industries such as investment banking, manufacturing, professional services, government services or consulting among others. This consideration is included as part of the overall decision on the candidates for the Board.

Under “Proposal 1 – Election of Directors,” we provide our overview of each nominee’s principal occupation, business experience and other directorships, together with the key attributes, experience and skills considered by the Nominating and Governance Committee and the Board as relevant to achieving the Company’s strategic direction and overseeing its operations.

Director Independence Determinations

The NASDAQ corporate governance rules require that a majority of the Board be independent. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with the Company. In assessing the independence of its members, the Board examined the commercial, industrial, banking, consulting, legal, accounting, charitable and familiar 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, 2014 that all directors were independent, with the exception of Mr. Kelly, our CEO.

Compensation of Directors

With respect to non-executive directors, the Company’s philosophy is to provide competitive compensation necessary to attract and retain high-quality non-executive directors. The Board believes that a significant portion of compensation should consist of equity-based compensation to assist in aligning directors’ interests with the interests of stockholders. Directors who are full-time employees of the Company (currently, only Mr. Kelly) receive no additional compensation for service as a director.

The Compensation Committee periodically reviews the competitiveness of director compensation, considers the appropriateness of the form and amount of director compensation and makes recommendations to the Board concerning such compensation with a view toward attracting and retaining qualified directors. There were no changes made to director compensation in 2014.

For periods of service beginning in July 1, 2013 and quarterly thereafter each non-executive director will receive restricted shares of common stock (“restricted stock”) quarterly based upon the closing price per share of our common stock at the end of each quarter, such that each non-executive director will receive $60,000 per year of restricted stock ($70,000 for the Chair of the Audit Committee). The restricted stock will vest on the earlier of change in control of the Company (as defined in the 2012 Equity Plan) or one year from the date of grant. In addition, 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 upon the election of the non-executive director, in the form of cash, shares of common stock, or any combination thereof.

The following table presents the cash and equity compensation elements in place during 2014 for our non-executive directors:



Type of Compensation	Non-Executive Director (excluding Chair of Audit Committee)	Chair of Audit Committee
Annual Cash Fee⁽¹⁾	$45,000	$55,000
Annual Restricted Stock Award Value⁽¹⁾	$60,000	$70,000

(1) Both the cash fee and restricted stock award value are paid in quarterly installments.

The non-executive directors are reimbursed for any reasonable out-of-pocket Board related expenses incurred. There are no other annual fees paid to these non-executive directors. A director that is employed as an executive for our Company is not separately compensated for service as a director.

Director Compensation Table for 2014



Director Name	Fees Earned or Paid in Cash ($)	Restricted Stock Awards ($)	Total ($)
Royce Yudkoff ⁽¹⁾	45,000	60,000	105,000
N. Blair Butterfield ⁽¹⁾	45,000	60,000	105,000
Nicholas A. Gallopo ⁽²⁾	55,000	70,000	125,000
Brian O’Reilly ⁽¹⁾	45,000	60,000	105,000
Matthew Oristano ⁽¹⁾	45,000	60,000	105,000
Samme L. Thompson ⁽¹⁾	45,000	60,000	105,000


(1)	Included in the column “Restricted Stock Awards” is ~~biographical information~~a total of 4,003 shares of restricted stock awarded to each non-executive director and outstanding as of December 31, 2014.


(2)	Included in the column “Restricted Stock Awards” is a total of 4,669 shares of restricted stock awarded to Mr. Gallopo, the Audit Committee Chair, in 2014 and outstanding as of December 31, 2014.

Stock Ownership Guidelines for Non-Executive Directors and Prohibitions on Pledging and Hedging

The Board believes that stock ownership guidelines further align the interest of directors with those of the Company’s stockholders. The non-executive directors are required to hold shares of common stock 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 30^th of each year. All non-executive directors will have a three year grace period to reach the ownership threshold. All non-executive directors have met the stock ownership guidelines as of June 30, 2015, except for Mr. Butterfield who has through June 30, 2016 to meet the stock ownership requirement.

The Company’s non-executive directors are not permitted to engage in hedging activities with respect to our stock and are not permitted to pledge their shares of our stock.

Board Tenure

The Nominating and Governance Committee, as part of its evaluation of nominees to the Board, reviewed the tenure of each nominee. Each nominee to the Board, except for Mr. Butterfield, has been a director since 2004. The Nominating and Governance Committee considered the Company’s ongoing long-term transition from a wireless centric customer base to a growing software centric critical communications customer base as a critical strategic and operational element for the Company’s future. Each nominee, except for Mr. Butterfield, has been involved in oversight of the Company’s strategic and operational priorities since 2004 and understands how the Company’s strategies and operations have evolved to support the Company’s continued long-term transition. The Nominating and Governance Committee believes that this historical understanding is critical and allows the nominees to judge the Company’s priorities and operational plans during the transition in a manner that would best impact long-term stockholder value. Based on this evaluation, the Nominating and Governance Committee believes that all nominees, including Mr. Butterfield, should continue as directors on the Board. As the Company continues through its transition, the Nominating and Governance Committee will review each Director to ensure appropriate Board composition.

Annual Performance Evaluation

The Chair of the Nominating and Governance Committee oversees an annual Board evaluation process. The process consists of individual interviews using a five point grading mechanism on 59 different items of evaluation that cover Board independence, oversight of Company strategy, individual engagement and performance, quality of information and communication, and expertise and education, as well as committee performance. Each director is also given a chance to comment individually and confidentially regarding the Board’s function. On any points where the evaluation determines that the Board is performing at a less than excellent level, recommendations are made and executed for remediation of such condition.

Stockholders’ Communications

We have not developed a formal process by which stockholders may communicate directly to the Board. We believe that an informal process, in which stockholder communications (or summaries thereof) are received by the Secretary for the Board’s attention and provided to the Board, has served the Board’s and the stockholders’ needs. All communications received are immediately communicated electronically to the Board or Committee Chairman, where appropriate. Responses, if appropriate, to these communications may come from the Secretary or a Board member. Until other procedures are developed, any communications to the Board should be addressed to the Board and sent in care of our Secretary at the following address: Spok Holdings, Inc., c/o Secretary, 6850 Versar Center, Suite 420, Springfield, Virginia 22151-4148.

AUDIT COMMITTEE MATTERS

AUDIT COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2014

To our Stockholders:

In accordance with its written charter adopted by the Board of Directors ("Board"), the Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the Company’s accounting, auditing and financial reporting practices. The Audit Committee oversees the financial reporting process on behalf of the Board.

Management is responsible for the preparation of the Company’s financial statements and financial reporting process, including the system of internal controls. Grant Thornton LLP (the “auditor”) is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States of America and on the effectiveness of the Company’s internal control over financial reporting.

In discharging its oversight responsibility, the Audit Committee reviewed and discussed with management and the auditor the audited financial statements that were included in the Company’s 2014 Annual Report on Form 10-K.

Based on the foregoing, the Audit Committee recommended to the Board and the Board approved the inclusion of the audited financial statements in the 2014 Annual Report on Form 10-K for filing with the SEC.

Audit Committee:

Nicholas A. Gallopo, Chair

N. Blair Butterfield

Matthew Oristano

Samme L. Thompson

The foregoing report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Exchange Act (together, the “Acts”), except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under the Acts.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

The following table summarizes fees billed to us through April 1, 2015 by Grant Thornton LLP relating to services provided for the periods stated.



Grant Thornton LLP	For the Year Ended December 31,
	2014	2013
Audit Fees⁽¹⁾	$1,367,048	$1,486,037
Audit-Related Fees⁽²⁾	—	40,040
Tax Fees⁽³⁾	—	—
All Other Fees	—	—
Total	$1,367,048	$1,526,077

(1)

The audit fees (including out-of-pocket expenses) for the years ended December 31, 2014 and 2013 were for professional services rendered during the audits of our ~~executive officers who is not also a director as of April 1, 2014. Our CEO, Mr. Kelly is a director of the Company. Effective January 1, 2014~~consolidated financial statements and our indirect wholly owned operating subsidiary, Amcom Software, Inc. (“Amcom”) was merged 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 consolidationinternal control over financial reporting, for reviews of our ~~wireless~~consolidated financial statements included in our quarterly reports on Form 10-Q and ~~software operation activities and functions.~~

~~Gary Ash, age 44, was appointed Global EVP~~for reviews of Sales for Wireless in January 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 Wireless. Mr. Ash has over 17 years of experience in the wireless messaging and telecommunication industry.~~

~~Colin M. Balmforth,~~ age 53, was appointed President of Wireless in 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. where 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.

~~Katherine S. Bolseth,~~ age 40, was appointed COO of Wireless in 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 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.

~~James H. Boso,~~ age 66, was appointed Executive Consultant-Sales and M&A in 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 2004filings made by us 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.

~~Bonnie K. Culp-Fingerhut (“Ms. Culp”),~~ age 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.

~~Shawn E. Endsley~~, age 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 predecessorSEC.

(2)

Audit-related fees that were paid to our Company, hired Mr. Endsley as corporate controller in June 2004. Prior to joining Metrocall, Mr. Endsley had over 20 years 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 internationalindependent registered public accounting firm related to ~~provide~~a review of potential billing credits for the four years ending December 31, 2013.


(3)	Tax fees consist of tax compliance, tax advice and tax planning services. No tax fees were paid to our independent registered public accounting ~~auditing and consulting services to utility and communication companies~~firm in ~~the United States.~~2014 or 2013.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has adopted a policy and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy generally provides that we will not engage our independent registered public accounting firm to render audit services unless the service is specifically approved in advance by the Audit Committee or the engagement is entered into pursuant to one of the pre-approval procedures described below.

All audit and audit-related fees in 2014 and 2013 were approved by the Audit Committee pursuant to our pre-approval policy.

~~Thomas G. Saine,~~ age 51, was appointed Chief Information Officer (“CIO”) in August 2008. Prior to his current position, Mr. Saine was the Chief Technology Officer (“CTO”) since October 2007. Mr. Saine rejoined our Company in August 2007 as VP of Corporate Technical Operations. Previously, Mr. Saine had served Metrocall 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 Metrocall 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.

COMPENSATION COMMITTEE MATTERS

INTRODUCTION

The Compensation Committee consists entirely of non-management directors all of whom are independent directors as the term is defined in the NASDAQ rules. Its responsibilities are described below and set forth in the Compensation Committee Charter that can be viewed online on the Company website at www.spok.com/our_company/investor_relations/. The current members of the Compensation Committee are: Brian O’Reilly (Chair), Samme L. Thompson and Royce Yudkoff.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee are or have been an officer or employee of the Company or had any relationship that is required to be disclosed as a transaction with a related person, except for Mr. Thompson whose relationship with American Tower Corporation (“ATC”), a landlord of transmission tower sites used by the Company, is described under “Transactions with Related Parties” on page 64. In addition, during 2014, no member of our Board or of our Compensation Committee, and none of our executive officers, served as a member of the board of directors or compensation committee of an entity that has one or more executive officers serving as members of our Board or our Compensation Committee.

COMPENSATION COMMITTEE PROCEDURES

Scope of Authority

The responsibilities of the Compensation Committee are set forth in its charter and include, among other duties, the responsibility to:

review and approve the Company’s overall executive compensation philosophy and design;

review and approve corporate goals and objectives relevant to the compensation of our CEO and all executive officers (including the NEOs);

make recommendations to the Board with respect to incentive compensation plans and equity based plans, administer and make awards under such plans and review the cumulative effect of its actions;

monitor compliance by executives with our stock ownership guidelines;

monitor risks related to the design of the Company’s compensation program;

determine the independence and lack of conflicts of interest of its outside compensation consultants;

review and discuss with management our Compensation Discussion and Analysis; and

prepare and approve the Compensation Committee’s Report for inclusion in the annual proxy statement.

In accordance with its charter, the Compensation Committee may delegate its authority to the Chair of the Compensation Committee when it deems appropriate, unless prohibited by law, regulation or NASDAQ listing standards.

Processes and Procedures for Establishing Executive Compensation

The primary processes and procedures for establishing and overseeing executive compensation include:

Compensation Committee Meetings. The Compensation Committee meets several times each year, with three meetings in 2014. The Chair of the Compensation Committee, in consultation with the other members, sets the meeting agendas. The Compensation Committee reports its actions and recommendations to the Board.

Role of Consultants. In response to the negative advisory Say-On-Pay results in 2014, the Compensation Committee engaged as compensation consultants, Hay Group (“Hay”), to assist the Compensation Committee in evaluating the executive compensation of the NEOs. Hay was engaged to perform an assessment of executive compensation focused on:

The Company’s publicly traded peer group used for pay benchmarking purposes;

Competitiveness of the executive compensation program relative to the Company’s compensation peer group on a target basis;

Pay mix for the NEOs relative to the peer group;

Prevalence of long-term incentive vehicles and practices within the peer group as well as the mix of long-term incentives; and

A review of clawback practices and stock ownership guidelines within the peer group.

A more detailed description of the work performed by Hay is included under “Relationship with Compensation Consultants” on page 34.

Role of Management

The Company’s management provides input on overall executive compensation program design for the Compensation Committee’s consideration.

Each year, our CEO presents to the Compensation Committee recommendations for the compensation of the Company’s NEOs (other than himself), as well as certain other officers. The Compensation Committee reviews and discusses these recommendations with the CEO and, exercising its discretion, makes the final decision with respect to the compensation of these individuals. The CEO has no role in setting his own compensation.

At the beginning of each year, our CEO presents the Company’s proposed annual performance criteria to the Compensation Committee for the Compensation Committee’s consideration in establishing the short-term incentive compensation criteria.

COMPENSATION COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2014

To our Stockholders:

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained on pages 25 through 43 of this Proxy Statement with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee:

Brian O’Reilly, Chair

Samme L. Thompson

Royce Yudkoff

The foregoing report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Acts, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Acts.

EXECUTIVE COMPENSATION

EXECUTIVE OFFICERS

Our NEOs and executive officers serve at the pleasure of the Board (only Messrs. Kelly and Balmforth have employment contracts). Set forth below is biographical information for each of our executive officers who are not also a director as of April 30, 2015. Our CEO, Mr. Kelly, is a director of the Company.

Colin M. Balmforth, age 54 was appointed President of Spok, Inc. in January 2014. Prior to his current position, Mr. Balmforth was President of Amcom Software, Inc., a predecessor to Spok, Inc., from September 2012 to December 2013, and an officer at Lawson Software, Inc. where he held various positions from 2008 through 2011 such as Group Executive Vice President (“EVP”), EVP of General Industries and Senior Vice President (“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. Mr. Balmforth is an NEO.

Danielle L. Brogan, age 40, was appointed Controller and Chief Accounting Officer in September 2014. Ms. Brogan joined Spok with over 18 years of technical accounting experience. Previously, she served as the Vice President, Business Analysis and Support (2010-2014) at Primatics Financial, a software company serving the financial services industry. Prior to Primatics Financial, Ms. Brogan was a Controller at Valhalla Partners (2007-2010), a venture capital firm investing in technology companies. Her prior experience also included management positions as Director and Vice President at both CaptialSource and Allied Capital, respectively (2000-2007). She began her career as an auditor with KPMG LLP in the Washington, DC area. Ms. Brogan has a Bachelor in Science in Accounting and Classical Studies from Skidmore College in Saratoga Springs, New York.

Bonnie K. Culp-Fingerhut (“Ms. Culp”), age 63, 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 Wireless, Inc. (“Arch”) and Metrocall Holdings, Inc. (“Metrocall”), predecessor companies to Spok. 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 of experience in the wireless messaging industry. Ms. Culp is an NEO.

Shawn E. Endsley, age 59, 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 hired Mr. Endsley as Corporate Controller in June 2004. Prior to joining Metrocall, Mr. Endsley had over 20 years 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 of 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 Arthur Andersen LLP to provide accounting, auditing and consulting services to utility and communication companies in the United States. Mr. Endsley is an NEO.

Hemant Goel, age 52, was appointed Chief Operating Officer of Spok, Inc. in October 2014. Mr. Goel has global experience in healthcare information technology. Mr. Goel joined Spok, Inc. from Siemens Health Services (“Siemens”), where he was Vice President, Clinical Solution (2008-2014), with worldwide

development responsibilities for the Clinical IT solutions business. In this position, he managed the organization’s operations, product portfolio, innovation and strategic growth. Mr. Goel also led a major software acquisition for Siemens. Before Siemens, Mr. Goel was Enterprise Vice President and General Manager, Radiology, Cardiology and Enterprise Imaging at Cerner Corporation (2001-2008), where he managed worldwide sales and development of this business unit. Previously, he was Senior Vice President, Business Development, Sales and Marketing at StorCOMM, Inc. (1999-2001), and, prior to that, served in various management positions at IMNET Systems, Inc., First Data Corporation and Unisys Corporation. Mr. Goel holds a Bachelor of Science degree in Mechanical Engineering from the Indian Institute of Technology in Kanpur, India, and a Master of Business Administration degree from the McColl School of Business at Queens University in Charlotte, North Carolina.

Thomas G. Saine, age 52, was appointed Chief Information Officer (“CIO”) in August 2008. Prior to his current position, Mr. Saine was the Chief Technology Officer (“CTO”) since October 2007. Mr. Saine rejoined Spok in August 2007 as Vice President (“VP”) of Corporate Technical Operations. Previously, Mr. Saine had served Metrocall 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 Metrocall 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 Spok Canada. Mr. Saine is an NEO.

Sharon Woods Keisling (“Ms. Woods”), age 46, was appointed Corporate Secretary of Spok in July 2007 and Treasurer in October 2008. She oversees Spok’s treasury operations, facilities and legal. Ms. Woods was named VP of Treasury Operations with the merger of Arch and Metrocall. Prior to this appointment, Ms. Woods held positions in Accounts Receivable and IT. Ms. Woods has over 25 years of experience in the communications industry. She received a Bachelor of Arts in Accounting from Kings College.

COMPENSATION DISCUSSION AND ANALYSIS ~~(“CD&A”)~~- TABLE OF CONTENTS

~~Executive Summary~~

~~For 2013, we delivered strong performance focused~~



INTRODUCTION	25
EXECUTIVE SUMMARY	25
Say on ~~our key objective~~Pay Results and Stockholder Outreach	25
Compensation Philosophy	26
Company Financial Performance	26

STOCKHOLDER OUTREACH	30

EXECUTIVE COMPENSATION DESIGN	31
Objectives	31
Elements of ~~providing sustained, long-term increase in stockholder value. We exceeded all but one~~Compensation	33
Compensation Policies and Risk Considerations	33
Relationship with Compensation Consultants	34

2014 EXECUTIVE COMPENSATION PROGRAM DECISIONS	35
Base Salary	35
All Other Compensation	36
Short – Term Incentive Compensation	36
Long – Term Incentive Compensation	39
Termination and Change of ~~the pre-established performance goals under our STIP~~Control Arrangement	42

OTHER CONSIDERATIONS	42
Stock Ownership Guidelines and Prohibitions on Hedging and Pledging	42
Tax and Accounting Considerations	42
“Clawback” Policy Regarding Adjustment or Recovery of Compensation	43

COMPENSATION TABLES

Summary Compensation Table for the wireless and software business. We also ended 2013 with record low annualized subscriber and revenue erosion in our wireless business and record high annual bookings and revenue in our software business. Highlights2014	44
All Other Compensation Table for 2014	45
Grants of ~~our 2013 performance included:~~ ~~Ending cash balance of $89.1 million;~~ ~~Revenues of $209.8 million;~~ ~~Earnings before interest, taxes, depreciation, amortization, accretion and impairment (“EBITDA”) of $60.7 million;~~ ~~Operating cash flow (“OCF”) as defined by the Company of $50.3 million;~~ ~~Bookings of $63.5 million;~~ ~~Backlog of $40.2 million; and~~ ~~Cumulative total return from~~Plan Based Awards During 2014	45
Outstanding Equity Awards at December 31, ~~2008 of 99 percent.~~ ~~OCF~~2014	46
Payments upon Termination or Termination Due to Change in Control	46
Employment Agreement and ~~EBITDA are non-GAAP financial measures that we use as key elements~~Termination Arrangements – CEO	46
Employment Agreement and Termination Arrangements – President	50
Termination Arrangement – NEOs (Excluding the CEO and President)	53
Change in ~~determining performance for purposes of our compensation programs. A reconciliation of OCF~~Control Arrangements - NEOs (Excluding the CEO and ~~EBITDA to the U.S. GAAP financial measure of operating income is provided in Item 7.~~ ~~MANEGEMENT'S~~President)	54
Compensation Recovery Policy	56

COMPENSATION DISCUSSION AND ANALYSIS ~~OF FINANCIAL CONDITION AND STATEMENT OF INCOME, Non-GAAP~~

INTRODUCTION

We will provide a detailed discussion of our executive compensation with a focus on the Compensation Committee’s decisions with respect to our NEO’s. Our NEOs in 2014 were:



NAME	POSITION
Vincent D. Kelly Shawn E. Endsley Colin M. Balmforth Bonnie K. Culp-Fingerhut Thomas G. Saine	President and Chief Executive Officer Chief Financial ~~Measures~~ ~~in our 2013 Form 10-K.~~Officer ~~On July 23, 2013, 96.8 percent~~President, Spok, Inc. Executive Vice President – Human Resource and Administration Chief Information Officer

EXECUTIVE SUMMARY

Say on Pay Results and Stockholder Outreach

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 provides stockholders with a non-binding advisory vote (“Say on Pay”) on the compensation of our NEOs as such compensation is disclosed in our annual proxy statement. We hold this vote annually. In 2014, of the votes cast, 52.0% voted against our NEO compensation on an advisory basis. In addition, the three directors on the Compensation Committee did not receive greater than 80% approval of the votes cast. In light of the results of the advisory vote, the Compensation Committee and management conducted stockholder outreach to obtain feedback on our NEO compensation practices (and other corporate matters). This stockholder outreach involved:

Contacting the top 25 stockholders representing approximately 67% of the ~~16,984,925~~total shares voting approved the NEOs 2012 compensation. (The shares voting exclude 2,144,582 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 2013outstanding as ~~outlined in this CD&A. We negotiated an amendment to our CEO’s employment agreement that extended the term and restructured~~

~~the incentive compensation elements as outlined below. Key compensation actions and decisions for our CEO and other NEOs for 2013 included the following:~~

~~We awarded eligible employees in our wireless operations RSUs under our 2011 LTIP (see "2011 Long-Term Incentive Plan") as part of our multi-year performance LTIP award cycle;~~

~~We maintained the base salaries for all of our NEOs at their prior levels, without any “cost of living” or other increases;~~

~~We established an annual performance based 2013 STIP award covering our wireless and software businesses and paid awards to our NEOs at the levels earned under the 2013 STIP;~~

We engaged the Hay Group to provide competitive market data and practices with respect to selected aspects of our CEO’s compensatory arrangements which included employment agreement provisions, pay levels and compensation mix. We used this information in our negotiation of changes to the CEO’s employment agreement; and

~~We negotiated an amendment to our CEO’s employment agreement and extended the term of his employment from December 31, 2014 to December 31, 2017.~~

In 2013 the Compensation Committee amended our CEO’s employment agreement and restructured the incentive components of our CEO’s compensation to focus on long-term stockholder value creation. The STIP compensation target was reduced from 200 percent of Mr. Kelly’s base salary to 100 percent of his base salary with all of the ~~STIP compensation payable in cash. The Compensation Committee also agreed to award additional equity or equity based compensation under such plans existing at~~date of record for the ~~time to provide~~2014 annual ~~long-term incentive opportunities in an amount equal to not less than $1,050,000 for each~~meeting. Representatives 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 based plan as described below.)

~~Compensation Objectives~~

For all of our executives, which include the NEOs, compensation is intended to be based on the performance of our operating businesses (wireless and software) as well as the Company as a whole as determined by the Compensation Committee and ~~ratified by~~management met with 7 individual stockholders representing approximately 37% of the ~~Board.~~total outstanding shares of record. The ~~Compensation Committee believes~~remaining 18 stockholders either declined to meet with our representatives or did not return our inquiries.


2)	Conducting an investor meeting for analysts and interested investors on November 20, 2014 in New York City.

A more detailed discussion of our stockholder outreach is included in the section “Stockholder Outreach” on page 30.

In response to the stockholder outreach the Compensation Committee made the following changes to our executive (including the NEOs) compensation practices:


1)	Revised future LTIP awards to be made annually for a multi-year performance period as opposed to a single award for one multi-year performance period;


2)	Increased the CEO’s minimum stock ownership guideline to 3 times the CEO’s annual salary;


3)	Established minimum stock ownership guidelines for all executive officers (including all NEOs except the CEO) at 1 times the executive officer’s annual salary;


4)	Prohibited executive officers (including the NEOs) from hedging or pledging shares of the Company’s stock; and


5)	Instituted a clawback policy regarding adjustment or recovery of compensation.

Compensation Philosophy

The compensation philosophy of our Company is intended to motivate executives to achieve Spok’s strategic goals and operational plans and attract and retain high quality talent while the Company transitions from a wireless centric customer base to a growing software centric critical communications customer base. This philosophy is supported by an executive compensation program centered on a pay-for-performance objective that aligns executive compensation with stockholder value. That philosophy is translated into the executive compensation program design based on the following principles.

COMPENSATION PRINCIPLES

Link all incentive portions of compensation to performance.

We believe that compensation levels should reflect performance. This is accomplished by:

•Motivating, recognizing, and rewarding individual excellence;

•Paying short-term cash bonuses based upon Company financial performance; and

•Linking long-term compensation to our Company’s financial performance.

Maintain competitive compensation levels.

We strive to offer programs and levels of compensation that are competitive with those offered by companies of similar size in order to attract, retain and reward our executives including the NEOs.

Align management’s interests with those of stockholders.

We seek to implement programs that will retain the executives while increasing long-term stockholder value by providing competitive compensation and granting long-term equity-based incentives.

Company Financial Performance

With the acquisition of the software operations in 2011 the Company has begun a long-term transition from a declining wireless centric customer base to a growing software centric critical communications customer base. This means that until our software revenue growth exceeds the decline in our wireless revenue, total consolidated revenue will decline. This also means that operating cash flow (a non-GAAP financial measure) will also decline year over year until the Company successfully transitions to growth. Both consolidated revenue and operating cash flow (as defined by the Company), along with software bookings, have been identified by the Compensation Committee as key drivers of stockholder value during this transition.

In order to facilitate this transition we established our 2014 operating objectives and priorities that were outlined in our 2013 Annual Report. Our achievement against these operating objectives and priorities is outlined below.



2014 Operating Objectives and Priorities	2014 Achievement

1)Grow our software revenue and operations bookings. 2)Retain our wireless subscribers and revenue stream. 3)Return capital to our stockholders. 4)Seek long-term revenue growth through business diversification.	1)Annual software revenue grew 12.5% over 2013. Software operation bookings grew 28.5% over 2013. 2)Net Churn for wireless subscribers in 2014 was 8.7% versus 9.2% in 2013. Wireless revenue declined 11.4% in 2014 versus a decline of 11.3% in 2013. 3)Cash dividends paid in 2014 were $10.8 million and common stock repurchases were $4.3 million. 4)We investigated potential acquisition candidates but did not identify any candidates that met our screening criteria to ~~executives~~provide stockholder value at a reasonable valuation.

We also announced our plan to return $26 million to stockholders in 2015 through a combination of dividends, common stock repurchases and/or special dividends.

The following graphs provide a summary of the Company’s financial performance since the acquisition of the software operations in March 2011. This summary also includes our 2014 achievements which support the Company’s long-term transition from a declining wireless centric customer base to a growing software critical communications customer base.

The following financial performance measures cover the four year period ended December 31, 2014 and demonstrates the Company’s performance during the long-term ongoing transition from a declining wireless centric customer base to a growing software centric critical communications customer base. These financial performance measures have been used by the Compensation Committee as performance criteria for the annual short-term incentive plan (“STIP”).

REVENUE

(IN MILLIONS)

CONSOLIDATED OCF*

(IN MILLIONS)

*Operating cash flow (“OCF”) is defined as operating income plus depreciation, amortization and accretion less capital expenditures. (All determined in accordance with U.S. Generally Accepted Accounting Principles, (“GAAP”.) OCF is a non-GAAP measure used as a measure of free cash flow.

SOFTWARE OPERATIONS BOOKINGS*

(IN MILLIONS)

*Software operations bookings represent contractual arrangements to provide software licenses, professional services and equipment sales. These contractual arrangements (bookings) represent future revenue.

FREE CASH FLOW ALLOCATION

(2011-2014 $ IN MILLIONS)

STOCKHOLDER OUTREACH

On an annual basis the compensation of our NEOs, as such compensation is disclosed in our annual proxy statement, is submitted to our stockholders for a non-binding advisory vote (“Say on Pay”). In 2014, 52.0% of the votes cast voted against our NEO compensation on an advisory basis. In light of the results of the advisory vote the Compensation Committee and your management conducted a stockholder outreach program to discuss and obtain feedback on our NEO compensation and other corporate matters.

For this stockholder outreach we:


1)	Contacted the top 25 stockholders representing approximately 67% of the total shares outstanding as of the date of record for the 2014 annual meeting. Seven (7) individual stockholder meetings were held representing approximately 37% of the total outstanding shares of record. The remaining 18 stockholders either declined to meet or did not respond to our inquiries, and


2)	Conducted an investor meeting for analysts and interested investors on November 20, 2014 in New York, New York.

For the individual investor meetings the Chair of the Compensation Committee, the CEO, the CFO and the Corporate Secretary and Treasurer attended. The agenda for the meetings requested feedback from stockholders and generally included the following additional content depending on the requests from the individual stockholder: (1) a review of the Company’s operations and results to date, (2) a discussion of the Company’s strategic direction outlining the Company’s transition from a declining wireless revenue base to a profitable growing critical communications business, and (3) a review of the Company’s compensation philosophy and its alignment with the Company’s strategic direction. In some cases the CEO was excused from the compensation discussions with individual stockholders. In responding to feedback on the Company’s compensation philosophy the Chair of the Compensation Committee described the elements of the Company’s compensation (see page 33).

Discussion of Performance Criteria – The Chair of the Compensation Committee also described the Compensation Committee’s rationale for the selection of the performance criteria for both the STIP and long-term incentive plan (“LTIP”). Given the Company’s long-term transition from a declining wireless revenue base to a growing critical communications base, the Compensation Committee determined that a focus on consolidated revenue, OCF (as defined by the Company) and software bookings would focus management on the key metrics supporting the generation of long-term stockholder value during the transition. Several stockholders inquired as to the Compensation Committee’s consideration of Total Shareholder Return (“TSR”) or Return on Invested Capital (“ROIC”) as compensation performance criteria. The Chair of the Compensation Committee acknowledged that TSR or ROIC were possible metrics; however, the Compensation Committee believed that TSR and ROIC were short-term oriented and that management should be focused on profitably guiding the Company to sustainable growth during this transition period. The Compensation Committee believed the identified criteria appropriately motivated management.

Compensation Practice Changes – Based on the stockholder feedback the Compensation Committee made the following changes to executive officer (including the NEOs) compensation practices:


1)	Revised future LTIP awards to be ~~closely aligned with~~made annually for a multi-year performance period as opposed to a single award for a multi-year performance period;


2)	Increased the CEO’s minimum stock ownership guideline to 3 times the CEO’s annual salary;


3)	Established minimum stock ownership guidelines for all executive officers (including all NEOs except the CEO) at 1 times the executive officer’s annual salary;


4)	Prohibited executive officers (including the NEOs) from hedging and pledging shares of the Company’s ~~short-term~~stock; and


5)	Instituted a clawback policy regarding adjustment or recovery of compensation.

Selected stockholders also provided the Company with their views on Board diversity and Board tenure which was conveyed to the Nominating and Governance Committee.

EXECUTIVE COMPENSATION DESIGN

Objectives

The design of executive compensation has been made to consider the unique strategic situation of the Company using the compensation principles of our Compensation Philosophy. Our Company has been a public company since we were founded in November 2004 resulting from the merger of Metrocall and Arch, the two largest remaining independent paging companies in the United States. The merger allowed us to consolidate operations, reduce costs and create stockholder value including the return of $492.5 million through December 31, 2014 in the form of dividends and common stock repurchases. This merger also allowed for management of the declining wireless customer base to focus on the most profitable industry segments, primarily healthcare.

In an effort to capitalize on the valuable customer franchise from our wireless customer base in the healthcare industry segment we acquired Amcom Software, Inc. (“Amcom”) in 2011. Amcom provided critical communication solutions to customers in a variety of industries with a particular emphasis on healthcare. This common focus on the healthcare segment provided our Company with a unique opportunity. That unique opportunity allowed for transition from a declining wireless revenue stream to a growing critical communications software business while creating significant stockholder value during the transition. In essence the Company must profitably manage two revenue lines: 1) a declining wireless revenue stream and related subscribers and 2) a growing critical communications software business. We are engaged in a multi-year transition from a declining hardware based wireless company to a growing critical communications software company. These strategic considerations are important operational elements considered by the Compensation Committee in determining 2014 compensation for our executives including our NEOs.

For all of our executives, which include the NEOs, incentive compensation is intended to be based on the operating performance of the Company as a whole as determined by the Compensation Committee and ratified by the Board. The Compensation Committee believes that incentive compensation paid to executives should be closely aligned with the Company’s short-term and long-term performance; linked to specific, measurable results that create value for stockholders; and assist the Company in attracting and retaining key executives critical to long-term success.

In establishing compensation for executives, the Compensation Committee has the following objectives:

Attract and retain individuals of superior ability and managerial talent;

Ensure compensation performance criteria are aligned with our corporate strategies, business objectives and the long-term interests of our stockholders through profitable management of our transition;

Achieve key strategic and financial performance measures by linking incentive award opportunities to attainment of performance criteria in these areas; and

Focus executive performance on long-term ~~performance; linked to specific, measurable results that create value for stockholders; and assist the Company in attracting and retaining key executives critical to long-term success.~~

~~In establishing compensation for executives, the Compensation Committee has the following objectives:~~

~~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 performance-based RSUs that are payable in our common stock when such RSUs vest.

The following table highlights certain of our executive compensation practices that drive performance as well as those not implemented because we do not believe they would serve our stockholders’ interests.



What We Do	What We Don't Do
üTie pay to performance by ensuring that all incentive plans for all executives, including NEOs, are performance based and at risk for 2014. 58% of CEO compensation was performance based and at risk. üProvide termination and change-in-control agreements to all executives, including NEOs for retention and continuity in the case of a change-in control. üProvide only minimal perquisites. üRequire stock ownership of all Executives, including NEOs and directors. üProhibit hedging and pledging of our stock for all executives and directors. üProvide long-term incentive compensation that is 100% performance-based in the form of ~~direct ownership in our Company through~~ RSUs ~~that are~~ payable in ~~our~~ common stock ~~when~~only upon the achievement of measurable pre-established performance criteria. üProvide caps on potential payment of both short-term and long-term incentives with clawback provisions.	×Do not have employment contracts with executives, at this time, except for agreements with our Chief Executive Officer and President that evidences their long-term commitment to the Company. ×Do not provide excise tax gross-ups. ×Do not provide significant additional benefits to executives that differ from those provided to all other employees. ×Do not pay dividends on any unvested long-term incentive equity awards (“RSUs”). Dividend equivalent rights (“DERs”) are only payable on such RSUs ~~vest.~~to the extent the RSUs ultimately vest and are earned. ~~To meet these objectives~~

Elements of Compensation

The following chart summarizes the key pay elements for our executives including the NEOs. Each element is described in detail beginning on page 35 in the section “2014 Executive Compensation Program Decisions”.

(1)

The “At-Risk” compensation elements are based on incentive plans approved in advance by the Compensation Committee also considers our strategic position in the unified communications industry that includes our wireless and software 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. 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.

~~In order to implement the performance-based compensation philosophy, our compensation program for executives for 2013 consisted primarily of the following elements:~~



~~Elements of Compensation~~	~~Non-Equity~~ ~~(Cash Based)~~		~~Equity~~
~~Base Salary~~	~~100~~	%	—
~~2013 STIP(a)~~	~~100~~	%	—
~~2011 LTIP~~	—	%	~~100~~	%


~~(a)~~	On July 29, 2013 we negotiated an amendment to our CEO’s employment agreement. Among other terms, this amendment restructured the CEO’s incentive compensation by reducing his STIP compensation target from 200 percent of his base salary to 100 percent of his base salary with all of the STIP compensation payable in cash.

Committee. Both the STIP and LTIP ~~compensation are based~~provide for non-payment or caps on ~~the measurable financial performance~~potential payment of the ~~Company as determined by~~awards if the ~~Compensation Committee and ratified by the Board. In designing~~pre-established performance criteria are not met or exceeded. Both the STIP and LTIP compensation, the Compensation Committee has considered the strategic position of our wireless business as the largest provider in a declining paging industry and our software business as a newly acquired company focused on growth. This consideration has resulted in the STIP compensation being exclusively cash based. With respect to the 2011 LTIP, compensationprovide that if certain pre-established performance minimums are not met, no payment is 100 percent equity based designed to focus participants 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.made.

Compensation Policies and Risk Considerations

The Board, through the Compensation Committee, applies the same compensation policies and practices to all of our executives, including the ~~NEOs,~~NEOs. The two at-risk elements of our executive compensation program are the STIP and ~~designated key employees as approved by~~the LTIP awards. With respect to both the STIP and LTIP awards, the Compensation Committee establishes measurable performance criteria that is based on company-wide metrics such as consolidated revenue, OCF (defined as operating income plus depreciation, amortization and accretion, less capital expenditures; all determined in accordance with U.S. GAAP) and operations bookings (sales

orders from customers for inclusion in the LTIP. There are currently 48 executives and key employees covered by the LTIP. There are no materially significant incentive compensation policies or practices applicable to all other employeesour software solutions). Determination of the ~~Company.~~

~~A key element~~payouts for the STIP and LTIP awards are measured against the pre-established Company-wide criteria. The Compensation Committee believes that this approach focuses each executive on overall measurable Company performance, minimizes the risk of our compensation policies and practices is the STIP. In 2013 we established separate STIP performance goals for our wireless and software businesses. The STIP performance criteria for executives (including NEOs) in our wireless business were wireless OCF, 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, software OCF and total consolidated company revenue. With respectconduct detrimental to the ~~2013 STIP, our CEO, CFO~~Company and ~~three other non-NEO~~retains the executive. The Compensation Committee also established policies that prohibited executives, ~~in our corporate office were designated to be paid based on~~including the ~~lower~~NEOs, from hedging or pledging their shares of the ~~wireless~~Company’s common stock and instituted a clawback policy regarding adjustment or ~~software STIP achievement. The wireless STIP criteria were established to maximize our cash flow without unintentionally reducing~~recovery of compensation. Such policies will also ameliorate risks associated with 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 separate wireless and software STIP criteria could incent our executives to focus solely on their individual operations, the inclusion of consolidated company revenue and the determination that our CEO, CFO and three other corporate non-NEO executives would be compensated based on the lower of the wireless or software STIP performance ensured a focus on the overall performance of the Company.Company’s compensation policies. We believe that our compensation policies and practices are not likely to have a material adverse impact on ~~our~~the Company.

~~Adjustments and/or Recovery of Award Payments~~Relationship with Compensation Consultants

While we do not currently have a policy regarding the adjustment and/or recovery of STIP and LTIP payments due to restatements of previously issued financial statements, our Compensation Committee and Board are monitoring current regulatory developments in this area and intend to adopt such a policy following the implementation of any requirements with respect to compensation recovery policies to ensure compliance with all applicable legal, regulatory and exchange listing requirements.

~~Determination of Compensation~~

~~The Compensation Committee determines and recommends the compensation awards available~~In response to our ~~CEO consistent with the terms of the CEO’s employment agreement. It also evaluates and takes into account the CEO’s recommendations on the compensation levels for all other NEOs.~~

~~The CEO provides recommendations annually to~~negative advisory Say-On-Pay results in 2014 the Compensation Committee regarding the compensation of all executives, excluding himself. The performance of all NEOs, including the CEO, is reviewed annually by the Compensation Committee. The Compensation Committee then evaluates and takes into account the CEO’s recommendations on compensation levels for all other NEOs. Annually, the Compensation Committee, without the presence of the CEO, recommends for Board approval the CEO’s incentive compensation consistent with terms of the CEO’s employment agreement. Also, consistent with the CEO’s current employment agreement discussed below, the Board may increase, but not decrease, the amounts of the CEO’s base salary.

Given our strategic position, the Compensation Committee believes that it is very important to retain the best talent in the senior executive management team. Actual compensation for each executive (including the NEOs) is ultimately driven by the performance of the executive over time, as well as the annual performance of the Company, based on performance goals established by the Compensation Committee. Each year, we may establish STIP and LTIP compensation for certain eligible employees, including the NEOs, based upon criteria approved by the Compensation Committee including the value of the position to the organization, risk related to turnover, and total cash compensation compared to market survey data.

~~Relationships with Compensation Consultants~~

~~From time to time, the Compensation Committee engages independent~~engaged compensation consultants, to assist in the design of long-term compensation programs, which have typically had a duration of four years, but does not rely on such advisors annually, as the Compensation Committee generally does not seek to make material changes to compensation levels during the duration of a long-term program.

~~In 2013, the Compensation Committee retained services from the~~ Hay, ~~Group~~ to assist the Compensation Committee in evaluating the ~~review~~executive compensation of the ~~CEO’s~~NEOs as well as the Company’s compensation policies. Hay was engaged to perform an assessment of executive compensation focused on:

Competitiveness of the executive compensation program relative to a proxy peer group on a target basis;

Pay mix (the weighting between base salary, short-term and ~~employment agreement. Total fees paid~~long-term incentives) for the NEOs relative to the ~~Hay Group in 2013 were less than $25,000. The purpose~~peer group; and

Prevalence of ~~the review was to determine (1) if the level~~long-term incentive vehicles and ~~mix (cash versus equity) of our CEO’s compensation was comparable to market as determined by an analysis of a market~~practices within the peer group ~~and (2) if~~as well as the ~~material provisions~~type of ~~the CEO’s current employment agreement aligned with competitive market practices. The~~ long-term incentives.

Hay ~~Group~~ reported directly and exclusively to the Compensation Committee and worked with members of our management only on matters for which 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~~assessment of ~~our CEO’s compensation and employment agreement.~~NEO compensation. As required by Item 407(e)(3)(4) of Regulation S-K and the NASDAQ listing standards, the Compensation Committee has considered certain factors relating to the ~~Hay Group’s~~Hay’s independence and has determined that its work has not given rise to any conflict of interest. Total fees paid to Hay in 2014 were less than $100,000.

~~The Hay~~Peer Group ~~established a~~– The peer group consists of twenty similarly situated companies in both the wireless and software industries which represented a competitive market for executive talent, business and capital. Information from this peer group was used to assess ~~whether changes to the CEO’s employment agreement were justified.~~ NEO compensation for 2014.

The following peer group consisted of: Verint Systems Inc.; 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; Cogent Communication Group, Inc.; Omnicell Inc.; Shenandoah Telecommunication 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. A review of this peer group indicated that the targeted pay delivery to our CEOgroups 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.

Based on the Hay Group's review, the Compensation Committee determined that our CEO’s base salary did not require adjustment. The Compensation Committee also determined that the CEO's mix of short-term versus long-term incentive compensation should be adjusted to better align with market practice. Based on comparable peer group data, the Compensation Committee reduced the level of short-term incentive compensation from 200 percent of the CEO’s base salary, payable 50 percent in cash and 50 percent in equity to 100 percent of the CEO’s base salary, payable 100 percent in cash. To focus our CEO on the creation of long-term stockholder value and increase the retention value of the incentive compensation, the Compensation Committee determined to increase the long-term equity or equity based incentive 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 subject in each case to our CEO’s continued employment with the Company through the appropriate date of grant. The Hay Group noted that the material design provisions of the CEO’s employment agreement did align with peer and general industry practice. Based on this information the Compensation Committee also agreed to extend the term of the employment agreement from December 31, 2014 to December 31, 2017.

~~Elements of Compensation~~

~~Base Salary~~

~~As discussed above, we provide our NEOs with a base salary. Each year we determine base salary increases based upon the performance of the NEOs as assessed~~approved by the Compensation Committee ~~with consideration given to criteria such as (i)~~(for use by Hay):



•Consolidated Communications Holdings, Inc.; • NTELOS Holdings Cop.; • Iridium Communications Inc.; • Alaska Communications Systems Group, Inc.; • Cogent Communications Holdings, Inc.; • Shenandoah Telecommunications Company; • Atlantic Tele-Network, Inc.; • Medidata Solutions, Inc.; • CalAmp Corp.; • Merge Healthcare Incorporated;	• Inteliquent Inc.; • Lumos Networks Corp.; • Computer Programs and Systems, Inc.; • Live Person, Inc.; • magicJack VocalTec Ltd.; • inContact, Inc.; • 8x8, Inc.; • Boingo Wireless, Inc.; • Meru Networks, Inc.; and • Vocera Communications, Inc.

Hay analyzed both the ~~incumbents’ salary levels in comparison to comparable positions in companies with similar characteristics such as revenue~~elements and ~~growth, (ii) general economic conditions in the wireless and software industries, and (iii) the revenue characteristics~~amounts of the segments. No formulaic base salary increases are provided to the NEOs, such as cost of living or contractual adjustments. No salary increases were provided to the NEOs in 2013 and no salary increases are expectedexecutive compensation for the NEOs in ~~2014.~~comparison to executive compensation in the peer group. Based on this analysis Hay recommended no changes to the elements of executive compensation (base salary, short-term incentive and long-term incentive). Hay determined that target total cash compensation (base salary plus short-term incentive compensation) was generally competitive with the peer group findings for all NEOs. In addition, Hay provided the Compensation Committee with recommendations on the form and amount of long-term incentives for all NEOs. The Compensation Committee reviewed the recommendations of Hay and took them into consideration for purposes of 2015 NEO compensation.

2014 EXECUTIVE COMPENSATION PROGRAM DECISIONS

The elements of compensation, all of which are discussed in greater detail below, include:

Base Salary;

All Other Compensation;

Short-Term Incentive Compensation;

Long-Term Incentive Compensation; and

Termination and Change-in-Control Arrangements.

Base Salary

The base salary element of our compensation program is designed to be competitive with compensation paid to similarly situated, competent and skilled executives.

As noted earlier, the Compensation Committee engaged Hay to review both the elements and amounts of executive compensation for NEOs. After consideration of Hay’s recommendations the Compensation Committee made no changes to NEO base salaries.

The base salaries paid to our NEOs are set forth in the Summary Compensation Table on page 44 in the Salary column.

1635

All Other Compensation

We provide certain employee benefits and limited perquisites to our NEOs. In general except as noted below, the other elements of compensation are the same as offered to all other employees of the Company.

~~Perquisites.~~ Perquisites – We ~~provided~~provide a car to the CEO pursuant to his employment ~~agreement and a car allowance to the Executive Consultant.~~agreement.

Insurance ~~Premiums.~~ Premiums – We paid ~~premiums~~ for basic life insurance at the value of the NEO’s annual salary to a maximum of $250,000. This is available to all employees of the Company.

Company Contribution to Defined Contribution ~~Plans~~Plan~~. The USA Mobility,~~ – All Company employees are eligible to receive a Company contribution.

Spok Holdings, Inc. Savings and Retirement Plan (the “Plan”) is open to all ~~USA Mobility~~Company 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~~50% of the employee’s contribution, up to ~~5 percent~~5% of each participant’s gross salary per pay period, or ~~50 percent~~50% of the employee’s annualized contribution up to $2,500, whichever is greater. There is a per-pay-period match on the ~~5 percent~~5% 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. In 2014, 2013 ~~2012~~ and ~~2011,~~2012, we made matching contributions in amounts equal to ~~$31,510, $24,240~~$29,387, $25,135 and ~~$19,147,~~$17,990, respectively, for the NEOs participating in the Plan as reflected in “All Other Compensation Table ~~For 2013” underneath~~for 2014” in the ~~“Summary Compensation Table~~“Compensation Tables” section on page 45.

Dividend Equivalent Rights (“DERs”) – Participants in the 2011 LTIP, including the NEOs, were entitled to accrue DERs on each RSU granted to the participant. Each DER represented the value of dividends paid on the Company’s common stock during the 2011 LTIP performance cycle. In 2014 the performance cycle for ~~2013”.~~the 2011 LTIP was completed and the targeted awards were earned and the vested RSUs were paid in common stock of the Company in 2015. In addition, each participant, including the NEOs, was entitled to receive in cash the DERs accrued on the underlying RSUs. Payment of the DERs was made to each participant, including the NEOs, in 2015. If a participant voluntarily left the employ of the Company, the underlying DERs were forfeited along with forfeiture of the unvested RSUs.

Other Employee Benefits – . We maintain broad-based benefits for all employees, including health, vision and dental insurance, disability insurance, paid time off and paid holidays. Executives (including NEOs) are eligible to participate in all of the employee benefit plans on the same basis as other employees with the exception of increased vacation accrual and eligibility for payout of that vacation accrual at time of termination.

~~Severance and Termination Arrangements. We believe that providing severance~~Short-Term Incentive Compensation (“STIP”)

Our STIP is designed to ~~each of~~motivate our executives and key employees (including the NEOs) ~~is an important retention tool~~ and ~~provides security to~~reward them with cash payments for achieving quantifiable, pre-established Company performance criteria.

Corporate Summary – From the ~~executives with respect to their terms~~formation of ~~employment. Each of our NEOs would be entitled to severance payments~~the Company in 2004 through 2011 the Company managed a declining wireless centric customer base that was characterized by declining consolidated revenue. Despite that declining revenue the Company had increased margins, provided steady cash dividends and ~~benefits~~made common stock repurchases. Starting in ~~the event of certain involuntary terminations of their employment, pursuant to employment and severance agreements that have been entered into~~2011 with the ~~Company. Our policies on severance are intended~~acquisition of Amcom the Company initiated a long-term transition from a declining wireless centric customer base to ~~provide fair and equitable compensation~~a growing critical communications software centric customer base. Until the software revenue growth exceeds the decline in our wireless

revenue, total consolidated revenue will decline year over year. This also means that OCF (a non-GAAP financial measure) will also decline year over year until the ~~event of severance of employment. We did not pay or accrue any payments relating~~Company successfully transitions to ~~termination~~growth.

Prior to establishing the performance criteria for the ~~NEOs for~~STIP both the ~~year ended December 31, 2013. Please read "Termination~~Board and ~~Change in Control Arrangements" below for more information.~~

~~2013 Short-Term Incentive Plan (STIP)~~

~~As discussed above, we structure our compensation program to reward executives based on~~the Compensation Committee reviews with management the Company’s long range plan (“LRP”). The LRP is a five year projection of the Company operations. (In 2013 the LRP covered the years 2014-2018.) This LRP was reviewed with the full Board at two meetings during the year. The Board discusses with management the Company’s operational priorities, strategic direction, budget assumptions including headcount, sales, capital expenditures, revenue growth, subscriber churn, maintenance retention and other elements that support the LRP. The Board also reviews a detailed narrative that encapsulates this process. The Board takes great care in setting performance criteria to ensure the performance criteria is robust and long-term focused. The annual budget for 2014 from which the ~~individual executive’s contribution to~~STIP performance criteria are established results from the LRP.

During the transition period the Compensation Committee understands that ~~performance. This allows executives to receive STIP compensation in~~ the ~~event certain specified~~Company’s key performance criteria such as consolidated revenue and ~~pre-established corporate performance goals are achieved.~~OCF will be lower than the prior year reflecting the strategic nature of the Company’s business. The Compensation Committee ~~believes that~~has established a higher performance level in 2014 for operations bookings as this performance criteria is focused on transitioning to the ~~payment~~software centric portion of the ~~annual STIP compensation provides incentives necessary to retain executives~~customer base. Based on this understanding of the Company’s operations and ~~reward them for short-term Company performance based on our strategic position~~plans as detailed in the ~~wireless telecommunications~~LRP, the Compensation Committee identified the key performance criteria for the 2014 STIP that, in the considered judgment of the Compensation Committee, would support the Company’s capital allocation and ~~software industries.~~long-term stockholder value creation.

~~The~~STIP Performance Criteria – Based on the information from the LRP for 2014 the Compensation Committee approved the ~~2013~~performance criteria of the 2014 STIP on December ~~21, 2012~~6, 2013 to be effective ~~for~~ January 1, ~~2013 for both the wireless and software businesses.~~2014. The ~~2013~~2014 STIP was payable in cash, based upon separate pre-established performance criteria ~~for employees in our wireless~~which included total consolidated revenue, software operations bookings and ~~software operations.~~ consolidated OCF.

The ~~pre-established~~Compensation Committee selected the performance criteria for ~~2013 for our~~the STIP based on the following rationale:

Consolidated Revenue – As noted earlier the Company is in transition from a declining wireless centric revenue base to a growing software centric base as represented by software revenue. The Company’s operations ~~were wireless OCF, total consolidated revenue, paging revenue and direct units in service. The pre-established~~require focus on both types of revenue. Until the Company accomplishes its transition to overall growth this performance criteria ~~for 2013 for our~~will necessarily reflect a reduction in revenue from the prior year. The performance criteria is measurable and focuses management on both a declining wireless revenue stream and a growing software ~~operations were software OCF, total consolidated~~ revenue base. This performance criteria is readily reported and requires the coordination and cooperation of all management. The Compensation Committee believes this is a key element of stockholder value creation.

Software Operations Bookings – Software operations bookings represent contractual arrangements to provide software licenses, professional services and ~~software revenue~~equipment sales. These contractual arrangements (bookings) represent future revenue. This performance criteria is measurable and focuses management on supporting the critical drivers for ~~software operations.~~future growth and implementation of the transition to growth. This performance criteria is readily reportable and requires the coordination and cooperation of all management. As the Company accomplishes its transition to overall growth, this performance criteria will reflect an increase from the prior year. The Compensation Committee believes this is a key element of stockholder value creation.

Consolidated OCF – OCF is defined as operating income plus depreciation, amortization and accretion expense, less capital expense (all calculated in accordance with U.S. GAAP). This performance criteria is a non-GAAP measure of the free cash flow available to stockholders for dividends, stock repurchases,

acquisitions and investments in the business. This performance criteria measures the Company’s ability to manage its operations profitably based on parameters established by the Board. Until the Company accomplishes its transition to overall growth this performance criteria will reflect a reduction from the prior year. This performance criteria is measurable and readily reportable and requires the coordination and cooperation of all management for achievement. The Compensation Committee believes this is a key element of stockholder value creation.

The Compensation Committee believes that these three 2014 STIP performance criteria are key elements that support stockholder value creation and appropriately focused management on successfully transitioning the Company to growth.

Performance Criteria Establishment – Straight-line interpolation is used to determine payouts for STIP awards when 1) the actual performance is between the threshold performance target and target performance level and 2) the actual performance is between the target performance level and the maximum performance target. There is no STIP payout if achievement is below the threshold performance target. Payments under the STIP are contingent upon continued employment, though pro rata payments will be made in the event of death or disability based on actual performance at the triggering event date relative to targeted performance measures for each program. Further, if an executive’s employment is involuntarily terminated (other than for cause), the executive will be eligible to receive a pro rata payment, subject to the execution of an appropriate release and other applicable and customary termination procedures.

The threshold, target and maximum performance goals for each component of the performance criteria and the payouts that would have been provided under the ~~2013~~2014 STIP ~~for the wireless and software operations~~ in the event of performance at each applicable level are set forth in the following tables.

~~For the wireless operations:~~


Performance Criteria(2)	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)		Relative Weight	Threshold Payout Against Target	Threshold Performance Level (In 000s)	Target Payout	Target Performance Level (In 000s)	Maximum Payout Against Target	Maximum Performance Level (In 000s)
OCF~~(a)~~(1)	50	%	75	%	$	30,759	100	%	$	38,449	125	%	$	46,139	50%	75%	$28,432	100%	$35,540	125%	$42,648
Consolidated Revenue	15	%	70	%	$	182,436	100	%	$	202,706	130	%	$	222,977	25%	70%	$175,325	100%	$194,806	130%	$214,286
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
Operations Bookings															25%	75%	$35,406	100%	$39,340	125%	$43,274
Total	100.0	%	73.5	%			100.0	%			126.5	%			100%	73.75%		100%		126.25%

~~For the software operations:~~

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)~~(1)	OCF is calculated as ~~segment~~ operating income plus depreciation, amortization and accretion less purchases of property and equipment (all determined in accordance with U.S. GAAP).

~~The amounts paid under the Company’s 2013 STIP program were determined based upon actual achievement of the following performance criteria:~~

~~For the wireless operations:~~

Performance Criteria(a)
Relative
Weight

Actual
Performance
(In
thousands)

Actual
Payout

Weighted
Payout
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 %

~~For the software operations:~~

Performance Criteria(a)
Relative
Weight

Actual
Performance
(In
thousands)

Actual
Payout

Weighted
Payout
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)~~(2)	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.


~~(b)~~	~~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).~~

~~Our NEOs, Messrs. Boso and Saine, received~~

The amounts paid under the 2014 STIP ~~payments~~were based on the following achievement against the pre-established performance criteria.



Performance Criteria	Relative Weight	Actual Performance (in 000s)	Actual Payout	Weighted Actual Payout
OCF	50%	$37,149	106.8%	53.4%
Consolidated Revenue	25%	$200,273	111.2%	27.8%
Operations Bookings	25%	$45,408	125.0%	31.3%
Total	100%			112.5%

The STIP for each NEO is based on a percentage of the ~~wireless operations performance~~NEO’s base salary. For the NEOs the percentage of base salary, the targeted payout and the actual payout were as ~~these~~follows:



NEO	STIP Percentage of Base Salary	Targeted Payout ($)	Actual Payout ($)
Vincent D. Kelly	100%	600,000	675,000
Shawn E. Endsley	75%	187,500	210,938
Colin M. Balmforth	75%	262,500	295,313
Bonnie K. Culp-Fingerhut	75%	151,939	170,931
Thomas G. Saine	75%	206,250	232,031

Long-Term Incentive Compensation (“LTIP”)

Our LTIP rewards eligible executives including the NEOs ~~were employees of the wireless operations. Our NEO, Mr. Balmforth, received an STIP payout~~ based on the ~~achievement~~future performance of our Company by providing equity awards for creating value for our stockholders. The goals of our long-term incentive program are to:

Ensure eligible executives including the NEOs financial interests are aligned with our stockholders interests;

Motivate decision making that improves financial performance of our critical communications business over the long-term particularly during this transition;

Recognize and reward superior financial performance of the ~~software operations performance.~~Company; and

~~For Mr. Kelly,~~Provide a retention element to our ~~CEO; Mr. Endsley, our CFO; and three other non-NEO~~compensation program.

These goals were used in establishing the 2011 LTIP performance criteria outlined below.

No additional long-term incentive compensation was granted in 2014 to eligible executives including the NEOs as 2014 was the final year in ~~our corporate office, these executives received STIP payouts based~~the four year performance period for the 2011 LTIP. The details on the lower of the wireless or software STIP payouts. The Compensation Committee determined that these NEOs and executives have Company-wide responsibilities for both business operations and that achievement of these Company-wide responsibilities should be based on the lower of the wireless or software STIP payout. Based on the results for 2013 our CEO, CFO and three non-NEO executives in the corporate office received STIP payouts based on the software STIP payout amount of 107.4 percent of their targeted STIP payout.

2011 ~~Long-Term Incentive Plan (LTIP)~~LTIP are outlined below.

2011 LTIP AWARDS – VESTED ON DECEMBER 31, 2014; PAID IN 2015 – On March 15, 2011, the Compensation Committee adopted and the Board ratified the 2011 LTIP for eligible employees ~~(including the NEOs) for both our wireless and software operations~~including NEOs based on performance ~~goals~~criteria established by the Compensation Committee for the ~~consolidated company.~~Company. During 2011 and 2012, our NEOs, other than Mr. Balmforth, participated in a prior long-term incentive program, the 2009 LTIP,

which vested based on a performance cycle through December 31, 2012. Beginning in 2013 (or upon his hiring in 2012 for Mr. Balmforth) our NEOs commenced participation in the 2011 LTIP.

The purpose of the 2011 LTIP is to promote the success of both our unified 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~~provided eligible employees the opportunity to earn ~~long-term~~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 1,2, 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"~~“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.

Management ~~recommends~~recommended and the Compensation Committee, in its sole discretion, ~~selects~~selected employees to be participants in the 2011 LTIP and, in its sole discretion, ~~determines~~determined the target awards that ~~may be~~were earned by each 2011 LTIP participant. The Compensation Committee ~~may determine~~determined target awards based on a multiple of the 2011 STIP target award for each participant (or, with respect to participants selected to participate in the 2011 LTIP after the commencement of a performance period, the STIP target award for the year in which the participant commenced participation in the 2011 LTIP) or ~~the target award may be~~as 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 2011 LTIP, ~~100 percent~~100% of the target award is made in the form of RSUs granted under our 2004 and 2012 Equity Plans, subject to vesting as described below. (The 2004 and 2012 Equity Plans are fully described in our 2014 Annual Report.) 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~~were granted pursuant to our 2012 Equity Plan. Additionally, participants are entitled to ~~dividend equivalent rights~~DERs with respect to the RSUs to the extent that any cash

dividends or cash distributions (regular or otherwise) are paid with respect to our common stock during the performance period. The ~~dividend equivalent rights~~DERs are subject to the same vesting restrictions as the RSUs ~~with respect~~as to ~~which they~~how the DERs are paid and are only paid to the extent the applicable performance ~~conditions~~criteria have been attained. Vested RSUs will be settled in the Company common stock and vested ~~dividend equivalent rights~~DERs will be paid in a lump sum cash payment with accrued interest, in each case, subject to income and employment tax withholding.

~~On December 27, 2012 the~~ The Compensation Committee ~~approved a modification~~believes that performance-based RSUs link long-term compensation to ~~the 2011 LTIP~~our Company’s operational and stock price performance as RSUs are earned only if pre-established performance goals ~~which changed the 2013~~are met and, ~~2014 performance goals for revenue and OCF to reflect the most recent forecast~~if earned, are settled in shares of the Company’s expected performance for 2013 and 2014. On December 13, 2013, the Compensation Committee approved a further modification to the 2011 LTIP performance goals for OCF which consolidated the software and wireless OCF performance goals. This modification was necessary as the Company has consolidated its wireless and software operations effective January 1, 2014 and will no longer report stand-alone wireless and software OCF.common stock upon vesting.

Performance ~~goals~~criteria under the 2011 LTIP, ~~as modified in 2012 and 2013, consist~~consisted of the Company achieving cumulative consolidated revenue of $827.6 million for the performance period with a 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.~~million for 2014. (For purposes of calculating OCF, severance, restructuring and impairment expenses are excluded.) Revenue and OCF ~~are~~were afforded equal weight in determining attainment of the performance ~~goals.~~criteria.

The 2011 LTIP awards ~~provide~~provided that the award will vest and be paid only if the applicable performance ~~goals~~criteria are achieved and will be forfeited if the ~~goals~~performance criteria are not achieved. The 2011 LTIP does not provide any opportunity to earn awards greater than the target level and recipients of awards are not eligible to receive any partial award payments if the performance targets are achieved at a level of less than 100 percent. Vested awards under the 2011 LTIP will be paid to participants 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, 2015.100%. Participants will forfeit all rights with respect to RSUs and ~~dividend equivalent rights~~DERs awarded under the 2011 LTIP if they terminate with cause or voluntarily separate before the payment date.

An LTIP participant whose employment is involuntarily terminated without cause will earn a prorated portion of 100 percent of the target award based on the number of days the participant was continuously employed from the 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.

The 2011 LTIP ~~provides~~awards were paid in March 2015 after filing our 2014 Annual Report with the SEC.

The following table details the achievement of the pre-established performance criteria that allowed for payment of the vested RSUs in ~~the event~~common stock of ~~a change in control, vesting shall be accelerated provided~~ the Company ~~is on track to meet~~in March 2015 after filing our 2014 Annual Report with the performance goals. If a change in control occurs during the first two years of the performance 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.SEC.



2011 LTIP Performance Criteria ($ in 000s):
	Target	Achievement
Cumulative Consolidated Revenue (2011 – 2014)⁽¹⁾	$827,556	$866,468
Cumulative Consolidated Operating Cash Flow (2011 -2014)⁽²⁾	207,110	222,729
Minimum 2014 Software Revenue	55,767	67,871
Minimum 2014 Operating Cash Flow	28,569	38,644


(1)	Cumulative Consolidated Revenue includes software revenue for the period April 1, 2011 through December 31, 2014 and excludes the impact of any fair value write down of deferred revenue due to acquisition accounting.


(2)	OCF is defined as operating income plus severance and restructuring expenses, plus depreciation, amortization and accretion expenses less purchases of property and equipment all determined in accordance with U.S. GAAP.

We used the fair-value based method of accounting for the 2011 LTIP. Additional information on the 2011 LTIP can be found in the ~~2013 Form 10-K~~2014 Annual Report under ~~"USA Mobility,~~“Spok Holdings, Inc. Equity Incentive ~~Plan"~~Plan”. The table below details the grants that ~~have been~~were made pursuant to the 2011 LTIP for the NEOs, all of which ~~was~~were made in 2013, except with respect to Mr. ~~Balmforth:~~Balmforth. The RSUs awarded under the 2011 LTIP vested on December 2014 based on the achievement of the pre-established performance goals. These awards were paid in March 2015.

NEO Job Title
2011 LTIP Award
($)(a)

Number
of RSUs
(#)

Fair Value at Grant Date
($)(c)
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



NEO	Job Title	2011 LTIP Award ($)⁽¹⁾	Number of RSUs⁽²⁾	Fair Value at Grant Date ($)⁽³⁾
Vincent D. Kelly	CEO	3,000,000	216,034	3,011,787
Shawn E. Endsley	CFO	281,250	24,079	270,166
Colin M. Balmforth	President	599,590	50,598	566,698
Bonnie K. Culp-Fingerhut	EVP-HR and Administration	227,908	19,512	297,857
Thomas G. Saine	CIO	309,375	26,487	297,184


~~(a)~~(1)	The value of the initial 2011 LTIP award was based on a multiple of the respective ~~NEO's~~NEO’s annual STIP target and was used to determine the number of RSUs to be awarded to the NEO. On July 23, 2013, the Compensation Committee and the Board granted an additional LTIP award to Mr. Kelly totaling $2,100,000.


~~(b)~~(2)	The number of RSUs initially awarded to Mr. Kelly was 77,054 RSUs on January 23, 2013 and an additional 138,980 RSUs were awarded to Mr. Kelly on July 23, 2013 pursuant to his amended employment agreement.

~~(c)~~(3)

The fair values of the initial RSUs awarded to Messrs. Kelly, Endsley, ~~Boso~~Saine and ~~Saine~~Ms. Culp were calculated at $11.22 per share, our closing stock price on the date of grant on January 23, 2013. The initial number of RSUs to be awarded was determined prior to the date of grant. The initial 2011 LTIP award ~~is being~~was amortized ratably over 24 months for Messrs. Kelly, Endsley, ~~Boso~~Saine and ~~Saine~~Ms. Culp as compensation expense. ~~The fair value of the additional~~

RSUs awarded to Mr. Kelly was calculated at $15.45 per share, our closing stock price on the date of grant on July 23, 2013 and is being amortized ratably over 18 months as compensation expense. The fair value of the RSUs awarded to Mr. Balmforth was calculated at $11.20 per share, our closing stock price on the date of modification on December 27, 2012. The 2011 LTIP award is being amortized ratably over 28 months for Mr. Balmforth as compensation expense. The RSUs awarded under the 2011 LTIP will vest on December 31, 2014, subject to the achievement of the pre-established performance goals and continued employment through that date.

~~Summary Compensation Table For 2013~~

The following Summary Compensation Table included the values for the elements of compensation detailed above. The Summary Compensation Table includes values for contingent compensation, such as unvested equity awards. For example, performance equity awards under the 2011 LTIP that have been granted to the NEOs but not paid by the Company have been valued in the table below based on the most probable outcome as of the date of grant. The NEOs may never realize the value of certain items included under the column headed “Total” (as is the case in recent years), or the amounts realized may differ materially from the amounts listed in the Summary Compensation Table and related footnotes.

Stock or RSU Awards Non-Equity Incentive Plan Compensation
NEO Job Title Year
Salary
($)(a)

LTIP
Awards
($)(b)

STIP
Awards
($)

STIP
Awards
($)(c)

LTIP
Awards
($)

All Other
Compensation
($)(d)

Total
Compensation
($)
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)~~	~~Amounts shown represent base salaries earned for the applicable year.~~

~~(b)~~

The fair values of the initial RSUs awarded to Messrs. Kelly, Endsley, Boso and Saine were calculated at $11.22 per share, our closing stock price on the date of grant on January 23, 2013 and are being amortized over 24 months (January 2013 through December 2014). The fair value of the additional RSUs awarded to Mr. Kelly was calculated at $15.45 per share, our closing stock price on the date of grant on July 23, 2013 and ~~the award is being amortized over 18 months (July 2013 through December 2014). Mr. Balmforth was awarded RSUs under the 2011 LTIP in September 2012 but he was not considered a NEO in 2012.~~


~~(c)~~	~~Amounts shown represent the compensation expense for the annual STIP awards paid in cash.~~


~~(d)~~	~~Additional information is provided in the “All Other Compensation” table below.~~

2141

was amortized ratably over 18 months as compensation expense. The ~~following table summarizes all other compensation for~~fair value of the ~~NEOs for the years ended December 31, 2013, 2012 and 2011:~~

~~All Other Compensation Table For 2013~~

NEO Job Title Year
Perquisites
($)(a)

Insurance
Premiums
($)
Company Contribution to Defined Contribution Plans
($)
Total
($)
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)~~	~~All perquisite amounts shown in the table were for car allowances.~~

~~Grants of Plan-Based Awards~~

~~The following table sets forth the estimated possible or future payouts for non-equity (cash based) and equity awards for the NEOs in 2013. No stock options were granted to the NEOs and no~~ RSUs ~~were~~ awarded to Mr. Balmforth ~~in 2013.~~was calculated at $11.20 per share, our closing stock price on December 27, 2012. The 2011 LTIP award was amortized ratably over 28 months for Mr. Balmforth as compensation expense. The RSUs awarded under the 2011 LTIP vested on December 31, 2014, based on the achievement of the pre-established performance criteria and continued employment through that date.

~~Grants~~Termination and Change of ~~Plan-Based Awards For 2013~~

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
Threshold
($)
Target
($)
Maximum
($)

Threshold
(#)
Target
(#)
Maximum
(#)

Grant Date Fair Value
($)
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)~~	Amounts represent the cash awards under the 2013 STIP for the NEOs. The actual payments were 107.4 percent of the eligible 2013 STIP target award for Messrs. Kelly, Endsley and Balmforth. Messrs. Boso and Saine received 118.9 percent of their eligible 2013 STIP target award.


~~(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 with the Company.~~

~~Outstanding Equity Awards~~Control Arrangements

At this time, we do not have written employment agreements with our executives except for Mr. Kelly, our CEO, and Mr. Balmforth, President of our Operating Subsidiary. For purposes of retention the Compensation Committee believed that employment agreements with Messrs. Kelly and Balmforth were necessary. Mr. Balmforth entered into an employment agreement with the Company on June 17, 2014. We believe that providing severance to each of our executives including NEOs is an important retention tool and provides security to the executives with respect to their terms of employment. Our policies on severance are intended to provide fair and equitable compensation in the event of severance of employment. We did not pay or accrue any payments relating to termination of any NEO for the year ended December 31, ~~2013,~~2014. For a detailed description of the ~~RSUs granted~~termination and ~~outstanding~~change-in-control provisions refer to “Payments Upon Termination or Termination Due to Change in Control” on page 46.

OTHER CONSIDERATIONS

Stock Ownership Guidelines and Prohibitions on Hedging and Pledging

The Compensation Committee established stock ownership guidelines under which all Executive Officers, including NEOs, are expected to hold common stock until his or her termination of employment in an amount equal to a multiple of salary, as determined by position. Based on our peer group analysis, our CEO is expected to hold 3 times his annual salary and at March 31, 2014 held 9 times his annual salary in shares of the ~~performance~~Company’s common stock. Each Executive Officer is expected to hold 1 times their annual salary in shares of common stock. If the stock price declines, Executive Officers may hold the fixed number of shares based ~~2011 LTIP~~on the stock price at program commencement.

Stock ownership includes shares over which the executive has direct or indirect ownership or control, including RSUs. We expect executives to meet their ownership guidelines within 3 years of becoming subject to the guidelines (or 3 years from a subsequent promotion date and resulting increase in ownership requirements). As of December 31, 2014, all of our NEOs exceeded their stock ownership requirements.

We do not permit our Executive Officers to engage in hedging or pledging activities with respect to Company shares.

Tax and Accounting Considerations

In addition to our executive compensation objectives and design principles, we consider tax and accounting treatment when designing and administering our program. One important tax consideration is Code Section 162(m), which limits our ability to deduct (for tax purposes) compensation paid to any covered employee to $1.0 million annually. Covered employees include the principal executive officer and the ~~estimated related market or payout values of such RSUs are shown in the following table for the NEOs. No stock options were outstanding in 2013 for the NEOs.~~

~~Outstanding Equity Awards at December 31, 2013~~

NEO Job Title
Equity Incentive Plan Awards:
Number of Unearned RSUs That Have Not Vested
(#)(a)

Equity Incentive Plan Awards:
Market or Payout Value of Unearned RSUs That Have Not Vested
($)(b)
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)~~	~~The RSUs awarded under the performance based 2011 LTIP will vest on December 31, 2014, subject to the achievement of the pre-established performance goals and continued employment through that date.~~


~~(b)~~	~~Market or payout values of the outstanding RSUs were based on our closing stock price at December 31, 2013 of $14.28.~~

~~Vested RSUs in 2013~~

~~No RSU awards held by the NEOs vested during 2013.~~

~~Tax Deductibility of Compensation~~

~~The Code limits~~Company’s next three highest paid executive officers, other than the Company’s ~~Federal income tax deduction for certain executive compensation in excess of $1 million paid to the CEO and the four other most highly compensated executives.~~ principal financial officer.

The $1 million deduction limit does not apply, however, to “performance-based compensation” as that term is defined in the Code and the applicable regulations. The Compensation Committee recognizes the possibility that if the amount of the base salary and other compensation of an NEO exceeds $1 million, it may not be fully deductible for Federal income tax purposes. Our ~~2012 Equity Plan~~equity plans contains features that are

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 and we have not historically sought to structure ~~out~~our incentive compensation programs as “performance-based compensation” for purposes of Code Section 162(m). In addition, due to various technical requirements relating to “performance-based compensation,” even with respect to compensation that we intend to constitute “performance-based compensation,” we cannot provide assurance that all such requirements will be met.

~~Termination~~The Compensation Committee does not believe compensation decisions should be necessarily constrained by how much compensation is deductible for federal income tax purposes. As a result the Compensation Committee has authorized, and ~~Change~~retains the discretion (in the exercise of its business judgment) to authorize, payments that may not be deductible if it believes that they are in ~~Control Arrangements~~the best interests of our stockholders. Such determinations include, for example, payment of a salary to an officer that exceeds $1.0 million, with the result that a portion of such officer’s salary exceeds the deductibility limit. Similarly, a covered officer’s compensation may exceed the $1.0 million deductibility limit due to other elements of annual compensation, such as vesting of certain RSUs, dividends or DERs paid on certain RSUs.

“Clawback” Policy Regarding the Adjustment or Recovery of Compensation

We have a “clawback” policy providing for the adjustment or recovery of compensation in certain circumstances. If the Board or the Compensation Committee determines that, as a result of a restatement of our financial statements, an executive received more compensation than would have been paid absent the incorrect financial statements, the Board or Compensation Committee may in its discretion, take such action as it deems necessary or appropriate to address the events that gave rise to the restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, requiring partial or full reimbursement of any bonus or other incentive compensation paid to the executive, causing the partial or full cancellation or adjustment of the future compensation of such executive and dismissing or taking legal action against the executive, in each case as the Board or the Compensation Committee determines to be in the best interests of the Company and our stockholders. Our RSU award agreements also include similar “clawback” provisions.

COMPENSATION TABLES

SUMMARY COMPENSATION TABLE FOR 2014

The following Summary Compensation Table includes the values for the elements of compensation detailed above. The Summary Compensation Table includes values for contingent compensation, such as unvested equity awards. The NEOs may never realize the value of certain items included under the column headed “Total” (as is the case in recent years), or the amounts realized may differ materially from the amounts listed in the Summary Compensation Table and related footnotes.

Summary Compensation Table for 2014



				Stock or RSU Awards		Non-Equity Incentive Plan Compensation
NEO	Job Title	Year	Salary ($)⁽¹⁾	LTIP Awards ($)⁽²⁾	STIP Awards ($)	STIP Awards ($)⁽³⁾	LTIP Awards ($)	All Other Compensation ($)⁽⁴⁾	Total Compensation ($)
Vincent D. Kelly		2014	600,000	—	—	675,000	—	209,926	1,484,926
	CEO	2013	600,000	3,011,787	—	644,400	—	27,102	4,283,289
		2012	600,000	—	538,790	538,800	900,000	486,706	3,064,296
Shawn E. Endsley		2014	250,000	—	—	210,938	—	31,611	492,552
	CFO	2013	250,000	270,166	—	201,375	—	6,923	728,464
		2012	210,577	—	—	143,257	188,708	94,999	637,541
Colin Balmforth⁽⁵⁾	President	2014	350,000	—	—	295,313	—	57,650	702,963
Colin Balmforth⁽⁵⁾	President	2013	350,000	—	—	281,925	—	6,863	638,788
Bonnie K. Culp-Fingerhut⁽⁶⁾	EVP, HR & Administration	2014	202,585	—	—	170,931	—	24,113	397,629
Bonnie K. Culp-Fingerhut⁽⁶⁾	EVP, HR & Administration	2014	202,585	—	—	170,931	—	24,113	397,629
Thomas G. Saine		2014	275,000	—	—	232,031	—	33,539	540,570
	CIO	2013	275,000	297,184	—	245,231	—	6,863	824,278
		2012	275,000	—	—	185,213	309,375	163,576	933,164


(1)	Amounts shown represent base salaries earned for the applicable year.

(2)

The fair values of the initial RSUs awarded in 2013 to Messrs. Kelly, Endsley and Saine were calculated at $11.22 per share, our closing stock price on the date of grant on January 23, 2013 were amortized over 24 months (January 2013 through December 2014). The fair value of the additional RSUs awarded to Mr. Kelly was calculated at $15.45 per share, our closing stock price on the date of grant on July 23, 2013 and the award was amortized over 18 months (July 2301 through December 2014). Mr. Balmforth was awarded RSUs under the 2011 LTIP in September 2012 but he was not considered a NEO in 2012.

(3)

Amounts shown represent the compensation expense for the portion of the annual STIP awards paid in cash. For 2014 and 2013, all STIP payments were made 100% 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% of his annual STIP award in shares of the Company’s common stock. In 2012 Mr. Endsley received a prorated amount of the 2012 STIP targeted increase based on his salary increase in 2012.


(4)	Additional information is provided in the “All Other Compensation” table below.


(5)	Mr. Balmforth was hired on September 19, 2012 and became an NEO in 2013.


(6)	Ms. Culp was hired on September 2, 1997 and became an NEO in 2014.

ALL OTHER COMPENSATION TABLE FOR 2014

The following table summarizes all other compensation for the NEOs for the years ended December 31, 2014, 2013 and 2012:

All Other Compensation Table for 2014



NEO	Job Title	Year	Perquisites($)⁽¹⁾	Insurance Premiums($)	Company Contribution to Defined Contribution Plans ($)	Dividend Equivalent Rights ($)⁽²⁾	Total ($)
Vincent D. Kelly	CEO	2014	21,088	1,032	6,500	181,306	209,926
		2013	20,239	488	6,375	—	27,102
		2012	23,101	170	6,250	457,185	486,706
Shawn E. Endsley	CFO	2014	—	1,032	6,500	24,079	31,611
		2013	—	913	6,010	—	6,923
		2012	—	170	5,490	89,339	94,999
Colin Balmforth	President	2014	—	552	6,500	50,598	57,650
Colin Balmforth	President	2013	—	488	6,375	—	6,863
Bonnie K. Culp-Fingerhut	EVP, Human Resources and Administration	2014	—	1,212	3,387	19,514	24,113
Thomas G. Saine	CIO	2014	—	552	6,500	26,487	33,539
		2013	—	488	6,375	—	6,863
		2012	—	170	6,250	157,156	163,576


(1)	All perquisite amounts shown in the table were for car allowances.


(2)	The 2009 and 2011 LTIPs provided that the participants (including NEOs) were entitled to receive payment in cash of the dividend equivalent rights (DERs) on RSUs granted under the 2009 and 2011 LTIPs. Payment for the DERs was made in 2013 and 2015 after completion of the 2012 and 2014 annual audits, respectively, and filing of the 2012 and 2014 Annual Reports, respectively, with the SEC.


(3)	Mr. Balmforth was not an NEO in 2012.


(4)	Ms. Culp was not an NEO in 2012 or 2013.

GRANTS OF PLAN-BASED AWARDS DURING 2014

The following table sets forth the estimated possible non-equity (cash based) incentive plan awards that were granted to the NEOs in 2014. No stock options or equity awards were granted in 2014 to the NEOs.

Grants of Plan-Based Awards for 2014



NEO	Job Title	Award	% of Base Salary		Threshold Payout ($)	Target Payout ($) ⁽¹⁾	Maximum Payout ($)
Vincent D. Kelly	CEO	2014 STIP	100	%	442,500	600,000	757,500
Shawn E. Endsley	CFO	2014 STIP	75	%	138,281	187,500	236,719
Colin Balmforth	President	2014 STIP	75	%	193,594	262,500	331,406
Bonnie Culp-Fingerhut	EVP, HR & Administration	2014 STIP	75	%	112,055	151,939	191,823
Thomas G. Saine	CIO	2014 STIP	75	%	152,109	206,250	260,391


(1)	Amounts represented the cash awards under the 2014 STIP for the NEOs. The actual payments were 112.5% of the eligible 2014 STIP target award.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2014

At December 31, 2014, the following RSUs are outstanding for the NEOs:

Outstanding Equity Awards at December 31, 2014



		Equity Incentive Plan Awards:
NEO	Job Title	Number of Unearned RSUs That Have Not Vested (#)⁽¹⁾	Market or Payout Value of Unearned RSUs That Have Not Vested ($)⁽²⁾
Vincent D. Kelly	CEO	216,034	3,750,350
Shawn E. Endsley	CFO	24,079	418,011
Colin Balmforth	President	50,598	878,381
Bonnie Culp-Fingerhut	EVP, HR & Administration	19,512	338,728
Thomas G. Saine	CIO	26,487	459,814


(1)	The RSUs were awarded under the 2011 LTIP on January 22, 2014, except for RSUs awarded to Mr. Balmforth in September 2012 upon his employment with the Company.

(2)

Market or payout values of the unvested RSUs were based on our closing stock price at December 31, 2014 of $17.36. The RSUs are convertible into shares of the Company’s common stock if the pre-established performance goals of the 2011 LTIP are achieved. The performance period of the 2011 LTIP was completed on December 31, 2014. The payment of the 2014 RSUs was made after the 2014 annual audit had been completed and the 2014 Annual Report had been filed with the SEC and the Compensation Committee determined the performance criteria had been attained.

PAYMENTS UPON TERMINATION OR TERMINATION DUE TO CHANGE IN CONTROL

We believe that providing severance to each of our ~~executives (including NEOs)~~executive including NEOs is an important retention tool and provides security to the executives with respect to their terms of employment. Our policies on severance are intended to provide fair and equitable compensation in the event of ~~severance~~involuntary termination of ~~employment.~~employment without cause. We did not pay or accrue any payments relating to termination for the NEOs for the year ended December 31, ~~2013.~~2014.

Employment Agreement and Termination Arrangements – CEO

Mr. Kelly entered into an employment agreement with our Company on November 16, 2004, as amended on October 30, 2008; March 16, 2011; and July 29, 2013. The initial term of ~~the~~ agreement ended on November 15, 2007, but was automatically

renewed for an additional one-year period, in accordance with the terms of the agreement. In October 2008, the Compensation Committee renegotiated the CEO’s employment ~~agreement and authorized the reimbursement of the CEO’s legal expenses in this regard.~~agreement. Following the renegotiation, the CEO’s employment agreement was amended and restated on October 30, 2008 to commence on November 16, 2008 and end on December 31, 2012, without a provision for automatic renewal.

On March 16, 2011, the Compensation Committee ~~again~~ 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~~or annual bonus terms.

On July 29, 2013, for purposes of retention, the Compensation Committee further amended the employment agreement between our Company and Mr. Kelly. The changes to Mr. Kelly’s previously disclosed employment agreement dated March 16, 2011 were: (i) an extension of the term of the agreement from December 31, 2014 to December 31, 2017; (ii) a change in the annual bonus target from ~~200 percent~~200% of Mr. Kelly’s base salary ~~payable in cash and equity,~~ to ~~100 percent~~100% of Mr. Kelly’s base salary with the annual bonus payable in ~~cash only;~~cash; and (iii) an addition of a long-term equity incentive provision that provides for the award of additional equity or equity-based compensation under such plans existing at the time in an amount equal to not less than $6,600,000 in the aggregate (which amount is intended to represent the sum of (a) $1,050,000 for each of calendar years 2013 and 2014 and (b) $1,500,000 for each of calendar years 2015, 2016 and 2017) subject in each case to Mr. Kelly’s continued employment with the Company through the applicable date of grant. There was no change to Mr. Kelly’s base salary.

Under the amended and restated employment agreement, Mr. Kelly receives a stated annual base salary of $600,000 and is eligible to participate in all of our benefit plans, including fringe benefits available to our senior executives, as such plans or programs are in effect from time to time, and use of an automobile. The Board shall review Mr. Kelly’s base salary annually and may increase, but not decrease, the amounts of his base salary. In addition to base salary, Mr. Kelly is eligible for an annual STIP compensation target ~~payment~~ equal to ~~100 percent~~100% 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. As provided in the July 29, 2013 amendment to his employment agreement, the annual STIP compensation shall be payable in cash.

Under the amended and restated employment agreement, 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.

The amended and restated employment agreement contains a covenant restricting Mr. Kelly from soliciting and hiring employees of the Company and its subsidiaries (both wireless and software businesses) and from competing against the Company and its subsidiaries (both wireless and software businesses) during Mr. Kelly’s employment and for a period of two years after the date of termination (as defined in the employment agreement) for any reason.

Under the amended and restated employment agreement, we may terminate such agreement with 30 days written notice at any time if Mr. Kelly is disabled (as defined in the employment agreement) for a period of six months or more; at any time with “cause” (as defined in the employment agreement); and at any time without cause upon notice from the Company. Mr. Kelly may terminate such agreement with our Company at any time upon 60 days written notice to the Company. Furthermore, the employment agreement may be terminated by mutual agreement of the parties and shall automatically terminate upon Mr. Kelly’s death.

Disability. The employment agreement provides that in the event of disability until the termination date, following the use of all accrued sick and personal days, we shall pay Mr. Kelly:


(1)	A disability benefit equal to ~~50 percent~~50% of the base salary during the disability period;


(2)	All other unpaid amounts under any Company fringe benefit and incentive compensation programs, at the time such payments are due;


(3)	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; and


(4)	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; and~~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

~~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.~~

Any payments made to Mr. Kelly during the disability period shall be reduced by any amounts paid or payable to him under our disability benefit plans.

Death. The employment agreement provides that upon death, Mr. Kelly’s estate will be entitled to:


(1)	Base salary through the date of death;


(2)	All other unpaid amounts under any Company fringe benefit and incentive compensation programs, at the time such payments are due;


(3)	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; and


(4)	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 ~~termination; and~~


~~(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.termination.

Termination without Cause or For Good Reason. The employment agreement provides that upon a termination of employment, either by the Company without cause or by Mr. Kelly for good reason, he will be entitled to:


(1)	Base salary through the date of termination payable within 10 business days;


(2)	All other unpaid amounts under any Company fringe benefit and incentive compensation programs, at the time such payments are due;


(3)	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;


(4)	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;


(5)	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;

(6)

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.


~~(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;


~~(8)~~(7)	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

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


~~(9)~~(8)	Full vesting of any unvested equity awards.

Assuming that the termination occurred on December 31, ~~2013~~2014 and ~~based on~~ our closing stock price at December 31, ~~2013, which~~2014 was ~~$14.28,~~$17.36, 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 ($)(b)	Disability ($)⁽¹⁾	Death ($)	Termination without Cause or For Good Reason ($)⁽²⁾
Other Income~~(c)~~(3)	175,000	—	—	175,000	—	—
Salary Benefit~~(d)~~(4)	2,400,000	2,400,000	2,400,000	1,800,000	1,800,000	1,800,000
Life Insurance~~(e)~~(5)	N/A	250,000	N/A	N/A	250,000	N/A
Accrued Vacation Pay~~(f)~~(6)	366,100	361,900	361,900	362,846	327,964	327,694
Health Benefits~~(g)~~(7)	—	—	26,019	—	—	25,087
2013 STIP(h)	644,400	644,400	1,933,200
2014 STIP ⁽⁸⁾				600,000	600,000	1,200,000
2011 LTIP~~(i)~~(9)	2,313,724	2,313,724	3,084,966	3,750,350	3,750,350	3,750,350
All Other Compensation(j)	109,908	109,908	181,544
All Other Compensation⁽¹⁰⁾				181,306	181,306	216,306
Total	6,009,132	6,079,932	7,987,629	6,944,502	6,984,621	8,121,015


~~(a)~~(1)	For purposes of the Disability benefits, Mr. Kelly was assumed to be disabled on June 1, ~~2013,~~2014 with a termination date of December 31, ~~2013.~~2014.


~~(b)~~(2)	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.


~~(c)~~(3)	This amount ~~assumes~~assumed Mr. Kelly has been paid his pro rata base salary from January 1, ~~2013~~2014 through December 31, ~~2013~~2014 under the “Death” and “Termination without Cause or For Good Reason” scenarios. The payment to Mr. Kelly under “Disability” scenario ~~includes~~included Mr. Kelly’s accrued sick and personal days as of May 31, ~~2013.~~2014.


~~(d)~~(4)	These amounts ~~represent~~represented the relevant payments of base salary through the contract date (December 31, 2017) pursuant to Mr. Kelly’s employment agreement.


~~(e)~~(5)	This represents a standard benefit available to all employees.


~~(f)~~(6)	This payment iswas based on accrued vacation hours at May 31, ~~2013~~2014 under the “Disability” scenario and at December 31, ~~2013~~2014 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)~~(7)

This iswas 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” ~~scenarios.~~scenario. The amount reflected in the table under “Termination without Cause or For Good Reason” scenario ~~represents~~represented cost of continuation of health benefits ~~to be~~ provided to Mr. Kelly ~~over~~for 18 months.


~~(h)~~(8)	The Company performance for ~~2013~~2014 resulted in an STIP payout of ~~107.4 percent~~112.5% for ~~Mr. Kelly.~~all eligible participants.

~~(i)~~(9)

Pursuant to the terms under the 2011 LTIP, Mr. Kelly iswas entitled to ~~a prorated portion of his target equity award from January 1, 2011 through the termination date (or 75 percent~~100% of the target ~~award) under the “Disability” and “Death” scenarios. Under the “Termination without Cause or For Good Reason” scenario, Mr. Kelly is entitled to 100 percent of the target equity~~ award under the 2011 LTIP. The total RSUs awarded to Mr. Kelly under the 2011 LTIP was 216,034 RSUs.

~~(j)~~(10)

Amounts reflected under the “Disability” and “Death” scenarios ~~consist~~consisted of the prorated cash dividends earned through December 31, ~~2013~~2014 (excluding interest earned) for the RSUs awarded to Mr. Kelly under the 2011 LTIP. The amount reflected under “Termination without Cause or For Good Reason” scenario ~~consists~~consisted of the maximum reimbursement for outplacement services of $35,000 and the prorated ~~cash~~ dividends earned through December 31, ~~2013~~2014 (excluding interest earned) for the RSUs awarded to Mr. Kelly under the 2011 LTIP.



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Colin Balmforth President	Disability ($)⁽¹⁾	Death ($)	Termination without Cause or For Good Reason ($)
Other Income⁽²⁾	86,154	—	—
Salary Benefit⁽³⁾	862,055	862,055	862,055
Life Insurance⁽⁴⁾	N/A	250,000	N/A
Accrued Vacation Pay⁽⁵⁾	27,735	34,983	34,983
Health Benefits⁽⁶⁾	—	—	21,751
2014 STIP ⁽⁷⁾	262,500	262,500	787,500
2011 LTIP⁽⁸⁾	878,381	878,381	878,381
All Other Compensation⁽⁹⁾	56,930	56,930	91,930
Total	2,206,567	2,377,661	2,676,600


NEO	Job Title	Salary ($)	Accrued Vacation Pay ($)(a)	Health Benefits ($)(b)	2013 STIP ($)(c)	2011 LTIP ($)(d)	All Other Compensation ($)(e)	Total ($)	Job Title	Salary ($)	Accrued Vacation Pay ($)⁽¹⁾	Health Benefits ($)⁽²⁾	2014 STIP ($)⁽³⁾	2011 LTIP - Equity ($)⁽⁴⁾	All Other Compensation ($)⁽⁵⁾	Total ($)
Shawn E. Endsley	CFO	211,538	99,500	2,634	201,375	257,886	18,059	790,992	CFO	221,154	122,115	1,079	210,938	418,011	24,079	997,376
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
Bonnie K. Culp-Fingerhut									EVP, HR and Administration	233,752	25,464	3,168	170,931	338,728	19,512	791,555
Thomas G. Saine	CIO	200,962	21,500	2,634	245,231	283,676	19,865	773,868	CIO	211,538	17,839	1,079	232,031	459,814	26,487	948,789


NEO	Job Title	Salary ($)(a)	Accrued Vacation Pay ($)(b)	Health Benefits ($)(c)	2013 STIP ($)(d)	2011 LTIP ($)(e)	All Other Compensation ($)(f)	Total ($)	Job Title	Salary ($)⁽¹⁾	Accrued Vacation Pay ($)⁽²⁾	Health Benefits ($)⁽³⁾	2014 STIP ($)⁽⁴⁾	2011 LTIP ($)⁽⁵⁾	All Other Compensation ($)⁽⁶⁾	Total ($)
Shawn E. Endsley	CFO	461,538	99,500	7,902	201,375	257,886	18,059	1,046,260	CFO	471,154	122,115	3,237	210,938	418,011	24,079	1,249,534
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
Bonnie K. Culp-Fingerhut									EVP, HR and Administration	436,337	25,464	9,504	170,931	227,908	19,512	889,656
Thomas G. Saine	CIO	475,962	21,500	7,902	245,231	283,676	19,865	1,054,136	CIO	486,538	17,839	3,237	232,031	459,814	26,487	1,225,946


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class		Amount and Nature of Beneficial Ownership	Percentage of Class
Vincent D. Kelly, CEO~~(a)~~(1)	123,229	*		196,214	*
Shawn E. Endsley, CFO~~(b)~~(2)	15,805	*		32,000	*
Colin Balmforth, President(c)	—	*
James H. Boso, Executive Consultant(d)	23,595	*
Colin M. Balmforth, President⁽³⁾				23,800	*
Bonnie K. Culp-Fingerhut, EVP HR & Administration⁽⁴⁾				26,408	*
Thomas G. Saine, CIO~~(d)~~(4)	20,061	*		39,303	*
Royce Yudkoff, Director~~(e)~~(2)	25,245	*		25,245	*
N. Blair Butterfield, Director(e)	2,670	*
Nicholas A. Gallopo, Director(e)	28,600	*
Brian O’Reilly, Director(e)	14,103	*
Nicholas A. Gallopo, Director⁽²⁾				33,002	*
Brian O’Reilly, Director⁽²⁾				17,876	*
N. Blair Butterfield, Director⁽²⁾				2,670	*
Matthew Oristano, Director~~(e)~~(2)	14,426	*		18,199	*
Samme L. Thompson, Director~~(e)~~(2)	24,226	*		27,999	*
All directors and executive officers as a group (14 persons)	305,315	1.41	%
All directors and executive officers as a group (11 persons)				442,716	2.0	%
The Vanguard Group, Inc.~~(f)~~(5)	1,183,017	5.46	%	1,733,842	8.0	%
BlackRock Inc.~~(g)~~(6)	2,592,583	11.97	%	3,031,574	14.0	%
Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation~~(h)~~(7)	1,630,900	7.53	%	1,739,600	8.0	%
Braeside Investments, LLC, Steven McIntyre and Todd Stein~~(i)~~(8)	1,917,699	8.85	%	1,903,447	8.8	%
LSV Asset Management(j)	1,183,367	5.46	%



	For the Year Ended December 31,
Grant Thornton LLP	2013 ($)	2012 ($)
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



Performance Criteria(a)	Relative Weight		Actual Performance (In thousands)		Actual Payout		Weighted Payout
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	%



NEO	Job Title	2011 LTIP Award ($)(a)	Number of RSUs (#)		Fair Value at Grant Date ($)(c)
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



NEO	Job Title	Year	Perquisites ($)(a)	Insurance Premiums ($)	Company Contribution to Defined Contribution Plans ($)	Total ($)
		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



					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	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	Grant Date Fair Value ($)
		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	—	—	—	—



NEO	Job Title	Equity Incentive Plan Awards: Number of Unearned RSUs That Have Not Vested (#)(a)	Equity Incentive Plan Awards: Market or Payout Value of Unearned RSUs That Have Not Vested ($)(b)
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


(1)	A disability benefit equal to 50% of the base salary during the disability period;


(2)	All other unpaid amounts, if any, under any Company fringe benefit and incentive compensation programs, at the time such payments are due;


(3)	The full base salary from the termination date through the end of the President’s Employment Agreement payable within 65 days after the date of termination;


(5)	Any long-term incentive plan awards and if such long-term incentive plan awards are subject to vesting upon satisfaction of performance goals or objectives, Mr. Balmforth will continue to participate in such long-term incentive plan such that if such performance goals or objectives are


(2)	All other unpaid amounts, if any under any Company fringe benefit and incentive compensation programs, at the time such payments are due;


(1)	Base salary through the termination date (as defined in the President’s Employment Agreement);


(2)	This amount assumed Mr. Balmforth has been paid his pro rata base salary from January 1, 2014 through December 31, 2014 under the “Death” and “Termination without Cause or For Good Reason” scenarios. The payment to Mr. Balmforth under “Disability” scenario included Mr. Balmforth’s accrued sick and personal days as of September 30, 2014.


(3)	These amounts represented the relevant payments of base salary through the contract date (June 17, 2017) pursuant to Mr. Balmforth’s employment agreement.


(4)	This represented a standard benefit available to all employees.


(5)	This payment was based on accrued vacation hours at September 30, 2014 under the “Disability” scenario and at December 31, 2014 under the “Death” and “Termination without Cause or For Good Reason” scenarios. This is pursuant to Mr. Balmforth’s employment agreement and the vacation policy for NEOs.


(7)	The Company performance for 2014 resulted in an STIP payout of 112.5% for all eligible participants.


(1)	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”);


(2)	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; and


(3)	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 ~~year; and~~


~~(a)~~(1)	These payments ~~are~~were based on accrued vacation hours at December 31, ~~2013~~2014 pursuant to the vacation policy for the NEOs.


~~(c)~~(3)	The Company’s performance for ~~2013~~2014 resulted in ~~107.4 percent~~112.5% STIP ~~payments~~payment to ~~Messrs. Endsley and Balmforth and 118.9 percent STIP payments to Messrs. Boso and Mr. Saine.~~the NEOs.


~~(e)~~(5)	These amounts ~~represent prorated~~represented cumulative cash dividends of $1.00 per share ~~earned~~accrued by ~~Messrs. Endsley, Boso and Saine and $1.125 per share earned by Mr. Balmforth through 2013~~the NEOs for RSUs ~~awarded~~granted under the 2011 LTIP. The amounts do not reflect interest earned on the cash dividends.


(1)	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;


(2)	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


(3)	An amount equal to ~~100 percent~~100% 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.


(1)	Fifty percent (50%) 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, 2011 through December 31, 2012);


(2)	Seventy-five percent ~~(75 percent)~~(75%) of the participant’s target award shall vest if a change in control occurs during the third year of the performance ~~period (2013);~~period; or


~~(2)~~(3)	One hundred percent ~~(100 percent)~~(100%) of the participant’s target award shall vest if a change in control occurs during the fourth year of the performance ~~period (2014).~~period.


~~(a)~~(1)	These amounts ~~assume~~assumed the NEOs have been paid their pro rata base salaries from January 1, ~~2013~~2014 through December 31, ~~2013.~~2014.