UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.)No._)

Filed by the Registrantþ ☒

Filed by a Party other than the Registrant¨ ☐

Check the appropriate box:

RigNet, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

RIGNET, INC

1880 S. Dairy AshfordNOTICE OF
2015 ANNUAL MEETING
OF STOCKHOLDERS

Suite 300

Houston, Texas 77077

(281) 674-0100

March 26, 201425, 2015

Dear Stockholder:

You are cordially invited to attend the 20142015 Annual Meeting of Stockholders of RigNet, Inc. (the “Company” or “RigNet”), which will be held at 10:00 a.m., Central Daylight Time, on Friday, May 9, 20148, 2015 at RigNet’s corporate office atRAC Conference Center – Washington Room, 1880 S. Dairy Ashford, Ashford Crossing II, Suite 300,220, Houston, Texas 77077. Following a report on RigNet’s business operations, stockholders will vote to:

Whether or not

Elect the nine directors named in our proxy statement to serve until the 2016 Annual Meeting of Stockholders or until their respective successors have been elected;

Ratify the selection of Deloitte & Touche LLP as our independent auditors for 2015; and

Approve our named executive officers’ compensation as a non-binding advisory vote.

Stockholders will also consider any other business as may properly come before the Annual Meeting.

You are eligible to vote if you plan to attendwere a stockholder of record at the annual meeting, it is importantclose of business on March 20, 2015. Please ensure that your shares beare represented and voted at the meeting. We encourage you to votemeeting by promptly voting and submitting your shares according to the instructionsproxy on the Internet or by completing, signing, dating and returning your proxy card in the enclosed proxy card.envelope. If you decide to attend the meeting and vote, you may withdraw your proxy at that time.

This year you will be asked to vote in favor of the election of nine directors; in favor of ratifying the appointment of Deloitte & Touche LLP as the Company’s external auditors; and in favor, as an advisory vote, of the compensation of named executive officers.

To assist you in voting your shares, in addition to this Notice of Annual Meeting, you will find enclosed the Notice of Annual Meeting, the 20142015 Proxy Statement and our 20132014 Annual Report to Stockholders, which includes the Company’s audited financial statements.

On behalf of the Board of Directors and employees of RigNet, we thank you for your continued interest in and support of the Company.

Sincerely,

Your vote is important.  Please vote promptly.

NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 9, 2014

Dear Stockholder:

You are cordially invited to attend the 2014 Annual Meeting of Stockholders (the “Annual Meeting”) of RigNet, Inc., a Delaware corporation (“RigNet”), which will be held on Friday, May 9, 2014 at 10:00 a.m., Central Daylight Time, at RigNet’s corporate office at 1880 S. Dairy Ashford, Suite 300, Houston, Texas 77077. The Annual Meeting will be held for the following purposes:

Additional information regarding the Annual Meeting is set forth in the attached proxy statement.

Only stockholders of record at the close of business on March 21, 2014 are entitled to receive notice of and to vote at the Annual Meeting or any adjournments or postponement thereof. A list of our stockholders will be available for examination at the Annual Meeting and at RigNet’s corporate office in Houston at least ten days prior to the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote, as instructed in the Proxy Materials and the Proxy Card sent to you, as promptly as possible.

Houston, Texas

March 26, 2014

Important Notice Regarding Availability of Proxy Materials for RigNet, Inc.’s

Stockholder Meeting to be Held on May 9, 2014:

ourOur Proxy Statement and Annual Report to Stockholders are available at

“https://materials.proxyvote.com/766582”.

Your vote is important. Please vote promptly.

You may vote according to

PROXY SUMMARY

This summary highlights information contained elsewhere in the instructionsproxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

on the enclosed Proxy Card.

RIGNET INC.

PROXY STATEMENT FOR 20142015 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTSVoting. Stockholders as of the record date, March 20, 2015, are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals on which to be voted.

Each stockholder’s vote is important. Even if you plan to attend our Annual Meeting in person, please cast your vote as soon as possible by:

using the Internet at “https://materials.proxyvote.com/766582

mailing your signed proxy or voting instruction form

Attendance. RigNet stockholders as of the record date are entitled to attend the Annual Meeting.

MEETING AGENDA AND VOTING RECOMMENDATIONS

BOARD NOMINEES

2014 PERFORMANCE AND COMPENSATION HIGHLIGHTS

RigNet performance. The Compensation Committee believes the Chief Executive Officer (“CEO”) and other named executives have performed well in a challenging market environment while executing on the Company’s growth plans that delivered record operating results in an above-target achievement against performance goals set for 2014 under the Management Incentive Plan (“MIP”), and that their compensation is commensurate with this performance.

Compensation decisions reflect a balanced and responsible pay approach. The Compensation Committee has responsibility for oversight of RigNet’s executive compensation framework and, within that framework and working with senior management, aligning pay with performance and creating incentives that reward responsible risk-taking, while also considering RigNet’s business environment.

The Compensation Committee targets executive base compensation to be between the 25^th percentile and the median for our peer group. Our pay for performance philosophy is incorporated into our MIP, which compensates our executives with cash bonuses for meeting and exceeding corporate goals and objectives. Management’s performance during 2014 led to an overall 112% achievement for the performance goals under the MIP.

During 2014, in light of Mr. Slaughter’s performance and leadership, his base salary was increased 11% from the preceding year and was granted stock and option awards of 4,755 and 21,072 shares, respectively, which vest over four years. Based on Company and individual performance in 2014, Mr. Slaughter earned a cash bonus of $511,280. In response to current market conditions in the oil and gas industry, Mr. Slaughter’s base salary and target bonus percentage was not changed for 2015. The Compensation Committee believes that its decisions on Mr. Slaughter’s pay reflect his strong leadership, proven ability to grow the Company and his increased responsibilities resulting from organic growth and the integration of acquired businesses across the Company. The Compensation Committee believes its decisions on Mr. Slaughter’s pay to be consistent with prior years and represents a balanced and responsible pay-for-performance approach to compensation. Based on available peer compensation data, Mr. Slaughter’s total 2014 compensation is ranked at approximately 75%.

Compensation decisions for Messrs. Jimmerson, Sutton and Maytorena reflect their contributions to the Company’s overall performance and that of their respective business functions. Mr. Crenshaw’s employment with the Company ended effective February 18, 2015. Total compensation for these named executives also reflects a balanced and responsible pay-for-performance approach to compensation.

Equity compensation.Through equity compensation, our executives have a significant portion of compensation “at risk” and accordingly have a potential for earning above the median of our peer group. “At risk” means executives will realize increased value as they manage and operate the Company to achieve financial, operational and strategic goals, which we believe closely correlate to long-term stockholder value creation. RigNet grants restricted stock and option awards to named executives annually, which vest over 4 years through continued employment. Pursuant to the Securities and Exchange Commission (“SEC”) rules, equity awards are reported in full for 2014 in the respective columns in the Summary Compensation Table.

2014 Summary Compensation and Realized Compensation

For more information on total compensation as calculated under SEC rules, see the narrative and notes accompanying the 2014 Summary Compensation Table, on page 23.

EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

Key Features

Elements

GOVERNANCE HIGHLIGHTS

CONTENTS

NOTICE OF THE 2015 ANNUAL MEETING OF STOCKHOLDERS

Your vote is important. Please complete, sign, date and return your proxy or voting instruction form, or submit your vote and proxy on the Internet. Our Proxy Statement and Annual Report to Stockholders are available at “https://materials.proxyvote.com/766582”

PROXY STATEMENT

RIGNET, INC.

1880 S. Dairy Ashford, Suite 300

Houston, Texas 77077-4760

PROXY STATEMENT

2014We are furnishing this proxy statement to stockholders in connection with RigNet’s solicitation of proxies on behalf of the Board of Directors for the 2015 Annual Meeting of StockholdersStockholders. Distribution of this proxy statement and proxy card to stockholders is scheduled to begin on or about April 1, 2015.

INFORMATION ABOUT THE MEETING, VOTING AND PROXIES

Date, Time and Place of Meeting

Our Board of Directors is asking for your proxy for use at the RigNet, Inc. 20142015 Annual Meeting of Stockholders (the “Annual Meeting”) or at any adjournments or postponements thereof. The Annual Meeting will be held on Friday, May 9, 2014,8, 2015, at 10:00 a.m., Central Daylight Time, at RigNet’s corporate office atRAC Conference Center – Washington Room, 1880 S. Dairy Ashford, Ashford Crossing II, Suite 300,220, Houston, Texas 77077. We have first released this proxy statement to our stockholders beginning on or about April 1, 2014.

Proposals

At our 20142015 Annual Meeting of Stockholders, we are asking our stockholders to consider and act upon proposals to: (1) elect nine directorsninedirectors to serve until our 20152016 Annual Meeting; (2) ratify the appointment of Deloitte & Touche LLP as our independent auditor for the fiscal year ending December 31, 2014;2015; and (3) approve, as ana non-binding advisory vote, the compensation of our named executive officers.

Record Date, Outstanding Shares and Quorum

Only stockholders of record at the close of business on March 21, 201420, 2015 (the “Record Date”) are entitled to notice of, and to vote at the Annual Meeting. As of the Record Date, there were 17,357,43917,654,918 outstanding shares entitled to vote at the Annual Meeting. The presence, in person or by proxy, of the holders as of the Record Date of a majority of our outstanding shares is necessary to constitute a quorum for purposes of voting on the proposals at the Annual Meeting. Withheld votes will count as present for purposes of establishing a quorum on the proposals.

If by the date of the Annual Meeting we do not receive sufficient shares to constitute a quorum or approve one or more of the proposals, the Chair of the Annual Meeting, or the persons named as proxies, may propose one or more adjournments of the Annual Meeting to permit further solicitation of proxies. The persons named as proxies would typically exercise their authority to vote in favor of adjournment.

Voting

If you are a holder of our common stock, you are entitled to one vote at the Annual Meeting for each share that you held as of the Record Date. Cumulative voting for directors is not permitted. The Inspector of Elections appointed for the Annual Meeting will tabulate all votes.

You may vote in person at the Annual Meeting or by proxy. Even if you plan to attend the Annual Meeting, we encourage you to vote your proxy card in advance of the Annual Meeting. If you plan to attend the Annual Meeting and wish to vote in person, we will give you a ballot at the meeting. However, please note that if your shares are held in “street name” (in the name of a broker or by a bank or other nominee), you are considered the beneficial owner of these shares and proxy materials are being forwarded to you by your broker or nominee, which is considered, with respect to these shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker how to vote; however, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain from your brokerage firm an account statement, letter or other evidence satisfactory to us of your beneficial ownership of the shares. Please vote your proxy by mail as soon as possible so that your shares may be represented at the Annual Meeting.

You may also attend the Annual Meeting via the Internet and vote during the Annual Meeting. To vote during the Annual Meeting via the Internet, you will need to follow the instructions on your proxy card and have the information available on your proxy card in order to access the Annual Meeting online.

Revoking Your Proxy

If you submit your proxy by mail, you may still revoke it at any time before voting takes place at the Annual Meeting. If you are the record holder of your shares and wish to revoke your proxy, you may revoke it as follows: (i) by delivering, before or at the Annual Meeting, a new proxy with a later date; (ii) by delivering, on or before the business day prior to the Annual Meeting, a notice of revocation to our Corporate Secretary at the address set forth in the notice of the Annual Meeting; (iii) by attending the Annual Meeting and voting, although your attendance at the Annual Meeting, without actually voting, will not by itself

revoke a previously granted proxy; or (iv) if you have instructed a broker to vote your shares, you must follow the directions received from your broker to change those instructions.

If you sign and return your proxy card but do not give any voting instructions, your shares will be voted in favor of the election of each of the director nominees listed in Proposal 1One and in favor of Proposals 2Two and 3.Three. As far as we know, no other matters will be presented at the Annual Meeting. However, if any other matters of business are properly presented, the proxy holders named on the proxy card are authorized to vote the shares represented by proxies according to their judgment.

Soliciting Proxies

RigNet will pay all expenses of soliciting proxies to be voted at the Annual Meeting. After the proxies are initially distributed, RigNet and its officers, directors and employees (who will not receive any additional compensation for any solicitation of proxies) may also solicit proxies by mail, electronic mail, telephone or in person. We will ask brokers, custodians, nominees and other record holders to forward copies of the proxy materials to beneficial owners for whom they hold shares.

Annual Report on Form 10-K and Additional Materials

The Notice of Annual Meeting, this Proxy Statementproxy statement and our Annual Report on Form 10-K for the year ended December 31, 20132014 have been made available to all stockholders entitled to vote at the Annual Meeting. These materials may also be viewed at “https://materials.proxyvote.com/766582”.

Unless the context requires otherwise, the terms “RigNet,” the “Company,” “our,” “we,” “us” and similar terms refer to RigNet, Inc., together with its consolidated subsidiaries.

OUR BOARD OF DIRECTORS AND NOMINEESGOVERNANCE

Our Board of Directors currently consists of tennine directors, each of whom has a term that expires at the Annual Meeting. Each of our current Board members has been nominated to stand for re-election at the Annual Meeting, except for Kevin Neveu, who will not be standing for re-election as a member of our Board. Upon the expiration of Mr. Neveu’s term as a director at the Annual Meeting, the number of directors that will constitute our Board will be decreased from ten to nine.Meeting. Each director elected at the Annual Meeting to our Board of Directors will serve in such capacity until his or her term expires at our next annual meetingAnnual Meeting or his or her successor has been duly elected and qualified, subject to their earlier death, resignation or removal. All directors, other than our Chief Executive Officer (“CEO”),CEO, Mark Slaughter, wereare “independent directors” and metmeet the independence requirements under the listing standards of the NASDAQ. There are no family relationships among any of our directors or executive officers.

At the Annual Meeting, our stockholders will consider and act upon a proposal to elect nine directors to our Board of Directors to serve until the 20152016 Annual Meeting of Stockholders. Each of the nominees has consented to serve as a director if so elected. The persons named as proxies in the accompanying proxy card, who have been designated by our Board of Directors, intend to voteFOR the election of the director nominees unless otherwise instructed by a stockholder in a proxy card. If these nominees become unable for any reason to stand for election as a director, the persons named as proxies in the accompanying proxy card will vote for the election of such other person or persons as our Board of Directors may recommend and propose to replace such nominee or nominees.

Director NomineesDIRECTOR NOMINEES

Information concerning the nine director nominees is set forth below.

		Mark B. Slaughter
		DIRECTOR QUALIFICATIONS
		•	Industry Knowledge and Experience –
			-	Current Chief Executive Officer and President of RigNet
			-	Former President of broadband division for Stratos Global Corporation
		•	Leadership and Global Experience – CEO and president positions for over 10 years

Mr. Slaughter has served as the CEO and President since August 2007 and a Director since the completion of our initial public offering (“IPO”) in December 2010. Prior to that, Mr. Slaughter served as our President and Chief Operating Officer from January 2007 to July 2007. Prior to joining us, Mr. Slaughter served as Vice President and General Manager for Security Services Americas, a division of United Technologies Corporation from July 2005 to December 2006 and as President, Broadband Division for Stratos Global Corporation, which was later acquired by Inmarsat plc, from January 2003 to December 2004. Mr. Slaughter is a graduate of United Technologies’ Executive Program at the University of Virginia’s Darden Graduate School of Business and has attended Stanford Law School’s Directors’ College. He received an A.B. in General Studies, C.L.G.S., concentration in Economics, from Harvard College and an MBA from Stanford’s Graduate School of Business. Mr. Slaughter brings an intimate knowledge of our business and our industry to our Board.

		James H. Browning
		DIRECTOR QUALIFICATIONS
		•	Finance Experience –retired KPMG LLP partner, served as KPMG’s Southwest Area Professional Practice Partner and SEC Reviewing Partner
		•	Leadership and Board Experience – serves on public company boards of Texas Capital Bancshares, Inc. and Endeavour International Corporation

James H.

Mr. Browninghas served on our Board since December 2010, and as a Directorthe Chairman of our Board since May 16, 2012, Co-Chairman of our Board from March 7, 2012 to May 16, 2012 and Chairman of our Audit Committee since December 2010 when we completed our IPO. From March 7, 2012 to May 16, 2012, Mr. Browning served as Co-Chairman of our Board. Mr. Browning continued to serve as the Chairman of our Board since May 16, 2012. Mr. Browning served as a partner at KPMG LLP, an international accounting firm, from July 1980 until his retirement in September 2009. Mr. Browning began his career at KPMG LLP in 1971, becoming a partner in 1980. Mr. Browning most recently served as KPMG’s Southwest Area Professional Practice Partner in Houston. Mr. Browning has also served as an SEC Reviewing Partner and as Partner in Charge of KPMG LLP’s New Orleans audit practice. Mr. Browning received a B.S. degree in Business Administration from Louisiana State University and is a Certified Public Accountant. He currently serves on the boards of Texas Capital Bancshares, Inc., a publicly traded financial holding company and Endeavour International Corporation, a publicly traded international oil and gas exploration and production company. Mr. Browning brings a wealth of knowledge dealing with financial and accounting matters to our Board as well as extensive knowledge of the role of public company boards of directors.

		Mattia Caprioli
		DIRECTOR QUALIFICATIONS
		•	Global Experience –
			-	Leads KKR’s Business Services industry team in Europe
			-	Mergers, acquisitions and financing experience with Goldman Sachs in London
		•	Leadership and Board Experience – serves on the Board of Alliance Boots and Avincis

Mattia Caprioli has served on our Board since October 31, 2013. Mr. Caprioli is a Member of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) responsible for its Business Services industry team in Europe. Mr. Caprioli has held leadership roles in many KKR investments including Legrand, Toys ‘R’ Us, Alliance Boots, Inaer and Bond (now Avincis) since 2001. He also currently serves on the BoardBoards of Alliance Boots and Avincis. Prior to joining KKR, Mr. Caprioli was with Goldman Sachs International in London, where he was involved in a broad array of mergers, acquisitions and financings across a variety of industries. He holds a Master of Science degree from L. Bocconi University, Milan, Italy. Mr. Caprioli brings a diverse international background with extensive business services expertise to the Board.

		Charles L. Davis
		DIRECTOR QUALIFICATIONS
		•	Industry Knowledge and Experience – Partner in Houston Ventures, an investment firm funding companies that apply technology solutions in the energy industry
		•	Finance Experience – experience in finance, accounting and investment banking

Charles L. Davis has served as a member of our Board of Directors since June 2005. Mr. Davis has been a partner in Houston Ventures, formerly known as SMH Private Equity Group, a United States-based investment firm that funds companies that apply technology solutions in the energy sector, since December 2004. Mr. Davis received a Bachelor’s degree in Business from Washington and Lee University and is a Certified Public Accountant in the Commonwealth of Virginia. Mr. Davis brings experience in finance, accounting and investment banking to our Board as well as a wealth of experience in the energy industry.

		Ditlef de Vibe
		DIRECTOR QUALIFICATIONS
		•	Leadership and Global Experience – Managing Partner of Kistefos Venture Capital, a venture capital firm investing in the IT and telecommunications industries
		•	Technology Knowledge and Experience – - Former CEO of Global IP Solutions - Various Director roles with IBM

Ditlef de Vibe has served on our Board since May 2011. From 2001 to 2011, Mr. de Vibe served as managing partner of Kistefos Venture Capital, a venture capital firm that primarily invests in the IT and telecommunications industries. Since leaving Kistefos Venture Capital, Mr. de Vibe’s principal occupation is as an independent investor and board member for several private Norwegian companies. From 2007 to 2008, Mr. de Vibe also served as Chief Executive Officer of Global IP Solutions (GIPS) Holdings AB, a company that was publicly traded in Norway until its sale to Google, Inc. From 1996 to 2001, Mr. de Vibe served in various capacities with IBM, including IBM’s Director of Network Outsourcing EMEAOutsourcingEMEA from 1999 to 2001, Director of Network Service Sales EMEA from 1998 to 1999, and Director of Network Outsourcing Services EMEA from 1996 to 1998. He holds a Master of Science degree from the University of Oslo. Mr. de Vibe brings a wealth of experience in IT and telecommunications along with extensive operational and commercial competencies.

		Kevin Mulloy
		DIRECTOR QUALIFICATIONS
		•	Leadership and Global Experience –
			-	Former President of Presidio Managed Networks
			-	Former President of Intelsat Global Service Corporation
		•	Technology Experience – served as Executive Vice President of Corporate Development at an advanced information technology professional and managed service company

Kevin Mulloy has served as a Director since March 2012. Mr. Mulloy has served as Executive Vice President of Corporate Development at Presidio, Inc., an advanced information technology professional and managed service company, from July 2011 to May 2013. Prior to that, Mr. Mulloy served as President of Presidio Managed Networks, the managed services business at Presidio, from June 2008 to July 2011, and from September 2007 to June 2008 he served as the Executive Vice President of Operational Strategy for Presidio. For the five years prior to joining Presidio, Mr. Mulloy held leadership roles with Intelsat S.A., a provider of satellite services worldwide, including President of Intelsat Global Service Corporation from January 2003 to February 2006 and Senior Vice President of Strategy, Business Development and M&A from January 2001 to January 2003. Mr. Mulloy’s experience also includes ten years with McKinsey & Company, a management consulting firm; three years with Gould Inc., an aerospace and defense company; and more than five years in the United States Navy, serving in the Surface Nuclear Propulsion branch of the Navy. Mr. Mulloy has a BSME from the US Naval Academy and an MBA from Wharton, University of Pennsylvania. Mr. Mulloy brings extensive operational satellite, telecommunications and information technology infrastructure experience to the Board.

		Kevin J. O’Hara
		DIRECTOR QUALIFICATIONS
		•	Industry Knowledge and Technology Experience –
			-	President, Chief Executive Officer and Director of a communications provider
			-	Co-founder of Level 3 Communications, Inc., a provider of IP-based communications
		•	Leadership and Board Experience –
			-	CEO and Director of Integra
			-	CEO and president positions for over 20 years

Kevin J. O’Harahas served as a Director since December 2010 when we completed our IPO. Mr. O’Hara currently servesmost recently served as President, Chief Executive Officer and director of Integra, a communications provider. He served on its Board since December 2009, was appointed chairman of the board in March 2011 and was named CEO in December 2011. Mr. O’Hara left Integra in September 2014. Prior to joining Integra, he was a co-founder and Chairman of the Board of Troppus Software Corporation, an early stage software company providing technical solutions to service providers that support home technology and networks, from March 2009 until it was acquired by a major service provider in January 2011. Since January 2011, Mr. O’Hara has also served on the Board of Directors of Elemental Technologies, Inc. and, in August 2011, he was named Chairman.Chairman of Elemental Technologies, Inc., a leading provider of video processing solutions for broadcast and on-line video customers. Prior to that, Mr. O’Hara was a co-founder of Level 3 Communications, Inc., a provider of IP-based communications services to enterprise, content, government and wholesale customers, and served as its President from July 2000 to March 2008 and as the Chief Operating Officer of Level 3 Communications, Inc. from March 1998 to March 2008. From August 1997 to July 2000, Mr. O’Hara served as Executive Vice President of Level 3 Communications, Inc. Prior to that, Mr. O’Hara served as President and Chief Executive Officer of MFS Global Network Services, Inc. from 1995 to 1997, and as Senior Vice President of MFS and President of MFS Development, Inc. from October 1992 to August 1995. From 1990 to 1992, he was a Vice President of MFS Telecom, Inc. Mr. O’Hara has a Master of Business Administration from the University of Chicago and a Bachelor of Science in Electrical Engineering from Drexel University. Mr. O’Hara brings a wealth of experience in the communications industry to our Board as well as experience running a public company.

		Keith Olsen
		DIRECTOR QUALIFICATIONS
		•	Industry Knowledge and Technology Experience –
			-	CEO and Director of a data center services company
			-	Former CEO, President and Director of a provider of network-neutral data center
		•	Leadership and Global Experience –
			-	International business development with international carriers and service providers
			-	Public Company CEO

Mr. Olsenhas served as a Director since December 2010 when we completed our IPO. Mr. Olsen currently serves as Chief Executive Officer of vXchnge Holdings LLC, a private company offering data center services. Mr. Olsen served as Chief Executive Officer, President and Director of Switch and Data Facilities Company, Inc., a provider oflisted NASDAQ company, which provided network-neutral data centers that house, power and interconnect the Internet, from February 2004 to May 2010, when Switch and Data Facilities Company, Inc. was acquired by Equinix, Inc. Prior to that, Mr. Olsen served as a Vice President of AT&T, where he was responsible for indirect sales and global sales channel management from May 1993 to February 2004. From 1986 to 1993, Mr. Olsen served as Vice President of Graphnet, Inc., a provider of integrated data messaging technology and services. Mr. Olsen has a Bachelor’s degree from the State University of New York, Geneseo. Mr. Olsen brings experience in running a public company to our Board as well as a wealth of experience in the communications industry.

		Brent K. Whittington
		DIRECTOR QUALIFICATIONS
		•	Finance Experience—
			-	Former CFO of Windstream Corporation and its predecessor, Alltel Holding Corp
			-	Arthur Andersen LLP experience for over eight years
		•	Leadership and Industry Experience – former COO of a communications company providing phone, high-speed Internet and high-definition digital TV services

Mr. Whittingtonhas served as a Director since December 2010 when we completed our IPO. Mr. Whittington has served as the Chief Operating Officer of Windstream Corporation, a publicly-tradedpublicly traded communications company providing phone, high-speed Internet and high-definition digital TV services, sincefrom August 2009.2009 to September 2014. Prior to that, Mr. Whittington served as the Executive Vice President and Chief Financial Officer of Windstream Corporation from July 2006 to August 2009. From December 2005 to July 2006, Mr. Whittington

served as Executive Vice President and Chief Financial Officer of Windstream

Corporation’s predecessor, Alltel Holding Corp. From 2002 to August 2005, Mr. Whittington served as Vice President of Finance and Accounting of Alltel Corporation, parent company of Alltel Holding Corp and, from August 2005 to December 2005, Mr. Whittington also served as the Senior Vice President-Operations Support of Alltel Corporation. Prior to joining Alltel, Mr. Whittington was with Arthur Andersen LLP for over eight years. Mr. Whittington has a degree in accounting from the University of Arkansas at Little Rock. Mr. Whittington brings experience in finance and accounting to our Board as well as a wealth of experience in the communications industry.

OUR EXECUTIVE OFFICERS

The following table provides information regarding our executive officers.

Mark Slaughter has served as our Chief Executive Officer and President since August 2007. See his biographical summary presented earlier in this proxy statement under the heading “Our Board of Directors and Nominees – Director Nominees.”

Martin Jimmerson has served as our Senior Vice President and Chief Financial Officer since February 2014 and our Chief Financial Officer from November 2006 through January 2014. Prior to that, Mr. Jimmerson served as Chief Financial Officer for River Oaks Imaging & Diagnostic, LP from November 2002 to December 2005. Mr. Jimmerson received a B.A. degree in accounting from Baylor University.

William Sutton has served as our Senior Vice President, General Counsel and Corporate Secretary since February 2014. Prior to that, Mr. Sutton served as our Vice President, General Counsel and Corporate Secretary from May 2009 through January 2014 and Vice President and General Counsel from March 2008 through May 2009. Mr. Sutton served as Chairman for Sweeten & Sutton Brokerage, Inc. from March 2007 to February 2008 and President and Chief Executive Officer for Abbey SA, LP from April 2004 to October 2006. He has attended Stanford Law School’s Directors’ College. Mr. Sutton received a Bachelor of Business Administration degree from the University of Texas at Austin and a Juris Doctorate from the University of Houston.

Hector Maytorena has served as our Group Vice President, Eastern Hemisphere since February 2014. Prior to that, Mr. Maytorena served as our Vice President & General Manager, Eastern Hemisphere from April 2012 through January 2014, our Vice President & General Manager, Western Hemisphere from November 2009 through March 2012, and as Vice President, Global Sales & Marketing from November 2007 through October 2009. Prior to joining RigNet, he served as General Manager of Southeast Texas for United Technologies’ UTC Fire & Security (operating under the Chubb Security and Redhawk brands) from November 2006 to November 2007 and Director of Sales at Chubb Security USA from August 2005 to November 2006. Prior to that role, Mr. Maytorena served in various leadership roles at Stratos Global Corporation’s Broadband Division with his last assignment as Director of Global Sales and Marketing from November 2002 to August 2005. Mr. Maytorena is a graduate of United Technologies’ Emerging Leaders Program at the University of Virginia’s Darden Graduate School of Business and has completed an executive education course in Emerging Growth Companies at Stanford University’s Graduate School of Business.

James Crenshaw has served as our Group Vice President, Western Hemisphere since February 2014 and Vice President & General Manager, Western Hemisphere from January 18, 2013 through January 2014. Prior to joining RigNet, Mr. Crenshaw served as regional engineering manager, North America for Weatherford Secure Drilling Services from December 2011 to January 2013. Mr. Crenshaw served as North American Product Line Manager for Managed Pressure Drilling with Weatherford from August 2009 to December 2011 and Regional Manager for the Americas with the Secure Drilling–Weatherford JV from November 2008 to August 2009. Prior to that, Mr. Crenshaw was the Senior Vice President for Latin America with Expro America– Powerwell Services from May

2005 to November 2008. He has also attended the Executive MBA short course program at the Thunderbird School of Global Management and has completed an executive education course in Emerging Growth Companies at Stanford University’s Graduate School of Business. Mr. Crenshaw earned his Bachelor of Science degree in Petroleum Engineering from Texas A&M University.

Morten Hagland Hansen has served as our Senior Vice President, Business Services and Chief Technology Officer since February 2014. Prior to that, Mr. Hansen served as our Vice President, Business Services from February 2013 through January 2014, Vice President, Global Engineering and Operations from July 2011 through January 2013, Vice President, Global Engineering from February 2009 to July 2011, and Director of Global Engineering from January 2007 to February 2009. From October 2001 to January 2007, Mr. Hansen served as our Engineering Manager. Prior to joining RigNet in 2001, he had experience in information technology and telecoms engineering, design and deployment. Mr. Hansen recently completed an executive education course in Customer-Focused Innovation at Stanford University’s Graduate School of Business.

CORPORATE GOVERNANCE

The Board and the Company annually review RigNet’s governance documents, which are available on our website. These governance materials include our Code of Ethics, Policy Governing Director Qualifications and Nominations and Director Independence, and Board committee charters. The Board regularly reviews corporate governance developments and, when appropriate, modifies its governance policies, committee charters and key practices.

Code of Ethics

We have adopted a code of business conduct and ethics applicable to our principal executive, financial and accounting officers and all persons performing similar functions. A copy of that code is available on our corporate website at “http://investor.rig.net/governance.cfm”.

Composition of the Board of Directors

Our Board of Directors currently consists of tennine members, nineeight of whom are non-employee members. Mr. Slaughter, who serves as the CEO and President, also serves as a director. Each director holds office until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Our by-laws permit our Board of Directors to establish by resolution the authorized number of directors. Upon the expiration of Mr. Neveu’s term as a director at the Annual Meeting, the number of directors that will constitute our Board will be decreased from ten to nine.

With respect to the Annual Meeting, we have nine nominees and nine available board seats. A board member may be removed outside of the normal election process for cause by the affirmative vote of the holders of a majority of the shares then entitled to vote at an election of our directors. Each properly executed proxy received in time for the Annual Meeting will be voted as specified therein. The nine nominees receiving the most votes cast at the Annual Meeting will be elected to our Board of Directors.

Board Leadership Structure and Role in Risk OversightBOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT

Currently, we separate the role of Chairman and Chief Executive Officer. In addition, each of the committees of our Board committee is presently chaired by ancomprised solely of independent director.directors. The Chief Executive Officer is responsible for setting the strategic direction for the companyCompany and the day to dayday-to-day leadership and performance of the company,Company, while the Chairman of the Board provides guidance to the Chief Executive Officer, approves the agenda for Board meetings, and presides over meetings of the full Board. The independent members of the Board also regularly meet in executive session without management present. The Board believes this separation is appropriate at this time because of our public status. Our Board does not have a policy on whether or not the roles of Chairman of the Board and Chief Executive Officer should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from the non-employee directors or be an employee or former employee. The Board believes that it should be free to make a choice from time to time in any manner that it believes is in the best interests of our Company and our stockholders at that time.

The Board actively oversees management, particularly through regular conferences between the Chief Executive Officer and the Chairman. The Board reviews the Chairman of the Board position annually after the annual meetingAnnual Meeting of stockholders.Stockholders.

Risk Oversight

Risk is an inherent part of RigNet’s business activities and is critical to the Company’s growth and success. The Board seeks to assess major risks facing our Company and options for their mitigation in order to promote our stockholders’ and other stakeholders’ long-term interests. We reward our executives for taking responsible risks in line with the Company’s strategic objectives and overall risk appetite. Depending on the nature of the risk involved and the particular business function involved, we use a wide variety of risk mitigation strategies, including delegation of authorities, standardized processes, strategic planning, operating reviews and insurance.

The Board overseeshas oversight for risk management and actively reviews risk management practices through continuous dialogues and receipt of management reports. The Board and its committees collectively oversee risk by actively reviewing material management decisions throughout the year in this area and through the Corporate Governance and Nominating Committee, which actively monitors enterprise risk. areas that risk responsibility has been delegated.

The Board regularly reviews risk management practices in such areashas delegated responsibility for the oversight of specific risks to the Board committees as credit risk, liquidity risk, operational risk and compliance risk by obtaining detailed reports from management,

continuous dialogues with management, and providing input on material corporate decisions in these areas. The Board, primarily through the Audit Committee, also reviews financial and accounting risks through regular meetings with our outside independent accounting firm. The Board, primarily through the Corporate Governance and Nominating Committee, also reviews the assessment and implementation of risk-based controls for our business activities which involve material risk to us and our stockholders. The Board, primarily through the Compensation Committee, also reviews risks associated with our compensation plans and arrangements.

The extent of the Board’s oversight function has the effect of solidifying the Board’s leadership structure by providing knowledge and input into material risk decisions.

Director IndependenceDIRECTOR INDEPENDENCE

Our Board of Directors has reviewed the independence of each director and considered whether any director had or has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board of Directors has determined that Messrs. Browning, Caprioli, Davis, de Vibe, Mulloy, Neveu, O’Hara, Olsen, and Whittington qualify as “independent” in accordance with the published listing standards of the NASDAQ. Mr. Slaughter is not independent by virtue of his role as CEO and President of our Company.

In addition, the members of the Audit Committee of our Board of Directors each qualify as “independent” under standards established by the Securities and Exchange Commission (“SEC”)SEC and NASDAQ for members of audit committees, and the Audit Committee includes at least one member who is determined by our Board of Directors to meet the qualifications of an “audit committee financial expert” in accordance with SEC rules. Mr.Messrs. Browning and Mr. Whittington are independent directors who have been determined to be audit committee financial experts. Stockholders should understand that this designation is a disclosure requirement of the SEC related to Mr. Browning’sMessrs. Browning and Mr. Whittington’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose on them any duties, obligations or liability that are greater than are generally imposed on them as members of the Audit Committee and Board of Directors, and their designation as audit committee financial experts pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors.

In addition, the members of the Compensation Committee of our Board of Directors each qualify as “independent” under standards established by the SEC and NASDAQ for members of compensation committees.

Policy Governing Director Qualifications and NominationsPOLICY GOVERNING DIRECTOR QUALIFICATIONS AND NOMINATIONS

Our Company seeks directors who possess, at a minimum, the qualifications and skills described below as set forth in our Policy Governing Director Qualifications and Nominations. Our Company considers diversity in its nomination of directors, and in its assessment of the effectiveness of the Board and its committees. In considering diversity, we evaluate each director candidate in the context of the overall composition and needs of our Board, with the objective of recommending a group that can best manage the business and affairs of the Company and represent stockholder interests using its diversity of experience. Our Corporate Governance and Nominating Committee will consider these and other qualifications, skills and attributes when recommending candidates to our Board.

At a minimum, our Corporate Governance and Nominating Committee must be satisfied that each Committee-recommended nominee meets the following minimum qualifications:

In addition to the minimum qualifications for each candidate set forth above, our Corporate Governance and Nominating Committee shall recommend that our Board select persons for nomination to help ensure that:

In addition, to any other standards our Corporate Governance and Nominating Committee may deem appropriate from time to time for the overall structure and composition of our Board, the Committee may considerseeks directors with the following factors when selecting and recommending that our Board select persons for nomination:types of experience

important to us.

Communications to Our Board of DirectorsCOMMUNICATIONS TO OUR BOARD OF DIRECTORS

Our Board of Directors has a process in place for communicationcommunications with stockholders. Stockholders should initiate any communications with our Board in writing and send them to our Board of Directors, c/o William Sutton, Senior Vice President, General Counsel and Corporate Secretary, RigNet, Inc., 1880 S. Dairy Ashford, Suite 300, Houston, Texas 77077-4760. All such communications will be forwarded to the appropriate directors. This centralized process will assist our Board of Directors in reviewing and responding to stockholder communications in an appropriate manner. If a stockholder wishes for a particular director or directors to receive any such communication;communications, the stockholder must specify the name or names of any specific Board recipient or recipients in the communication.communications. Communications to our Board of Directors must include the number of shares owned by the stockholder as well as the stockholder’s name, address, telephone number and emaile-mail address, if any.

Meetings of Our Board of Directors and Attendance at Annual MeetingsMEETINGS OF OUR BOARD OF DIRECTORS AND ATTENDANCE AT ANNUAL MEETINGS

During 2013,2014, our Board of Directors held 8 regular meetings, including our last annual meeting.six meetings. The standing Committees of our Board of Directors held an aggregate of 2522 meetings during this period. Each director attended at least 75.0%75% of the aggregate number of meetings of the Board and Committees on which they served, except Mr. Caprioli who joined the Board on October 31, 2013 and did not attend the December 2013 meeting of the Board.

served. Each member of our Board of Directors is expected to attend our annual meetings of stockholders. Each person who was a director at the time of our 2013 annual meeting2014 Annual Meeting of stockholdersStockholders attended such meeting.meeting, except Mr. Neveu, who did not stand for re-election.

Committees of Our Board of DirectorsCOMMITTEES OF OUR BOARD OF DIRECTORS

Our Board of Directors currently has standing Audit, Compensation, Corporate Governance and Nominating and Corporate Development Committees. Each member of the Audit, Compensation, and Corporate Governance and Nominating Committeeand Corporate Development Committees is an independent director in accordance with the NASDAQ listing standards described above and applicable SEC regulations. Our Board of Directors has adopted a written charter for each of these Committees, which sets forth each Committee’s purposes, responsibilities and authority. These committee charters are available on our website at “http://investor.rig.net/governance.cfm”.

C Chair of the Committee

Audit Committee

TheF Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities to the Company and our stockholders by overseeing the quality and integrity of our financial reporting; accounting policies and procedures; disclosure controls and procedures; compliance with legal and regulatory requirements; independent auditor qualifications, independence and performance; and the internal audit function. During 2013, the Audit Committee held 5 meetings. The Audit Committee is currently comprised of three directors: Messrs. Browning (Chairman), Mulloy and Whittington. Each member of the Audit Committee is “independent”Financial Expert as defined under SEC rules

I Satisfies standards established by the SEC and NASDAQ listing standards and applicable SEC rules, and is financially literate. Mr. Browning and Mr. Whittington have each beento be designated as an “audit committee financial expert”.independent director

The report of our Audit Committee appears under the heading “Report of the Audit Committee” below.

Compensation Committee

The Compensation Committee’s primary responsibilities are to: (i) review and recommend for Board approval the compensation arrangements for the CEO, (ii) review and recommend for Board approval compensation for our directors, (iii) make recommendations to the Board with respect to the non-CEO executive officers of our Company, (iv) to consider, recommend, administer and implement Board approved compensation plans, policies and programs including incentive-compensation and long-term incentive plans, and (v) reviewing succession planning for our executive officers. The Compensation Committee also oversees the preparation of a report on executive compensation for inclusion in the annual proxy statement.

During 2013, the Compensation Committee held 8 meetings. The Compensation Committee is currently comprised of four directors: Messrs. Olsen (Chairman), Davis, Neveu and O’Hara. Upon the expiration of Mr. Neveu’s term as a director at the Annual Meeting, he will cease to be a member of the Compensation Committee. Each of the Compensation Committee members is “independent” as defined by the current NASDAQ listing standards and applicable SEC rules. All Compensation Committee members are also “non-employee directors” as defined by Rule 16b-3 under the Securities Exchange Act of 1934, as amended (“Exchange Act”). The report of our Compensation Committee appears under the heading “Compensation Committee Report” below.

Procedures and Processes for Determining Compensation - Please refer to “Compensation Discussion and Analysis, The Compensation Committee,” below for a discussion of the Compensation Committee’s procedures and processes for making compensation determinations.

Compensation Committee Interlocks and Insider Participation -No member of the Compensation Committee has any relationship with our Company that is required to be disclosedrequiring disclosure in any of the reports that we file with the SEC, other than service on our Board of Directors. None of our named executive officers serves as a member of the Board of Directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Board of Directors or Compensation Committee.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee’s primary responsibilities are (i) assist our Board of Directors in identifying prospective director nominees and recommending nominees for each annual meeting of the stockholders to the Board of Directors, (ii) review developments in corporate governance practices and developing and recommending governance guidelines, code of conduct, and compliance mechanisms applicable to the Company, (iii) provide ongoing review of risk performance and exposure company-wide in the enterprise risk categories including operational, technological, compliance, reputational and political (it being understood that the Audit Committee will provide ongoing review of financial risk management categories), and (iv) ensure

The Committee will evaluate each nominee based upon a consideration of a nominee’s qualification as independent and consideration ofas well as their diversity, age, skills and experience in the context of the needs of the Board of Directors as described in our Corporate Governance Guidelines. The Corporate Governance and Nominating Committee may rely on various sources to identify director nominees. These include input from directors, management, professional search firms and othersother sources that the Committee feels are reliable.

Stockholders may recommend director candidates for consideration by the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee, which will consider such suggestions made by stockholders in the same manner as other candidates. Any such suggestions should be submitted to the Chairman of the Corporate Governance and Nominating Committee, c/o William Sutton, Senior Vice President, General Counsel and Corporate Secretary, RigNet, Inc., 1880 S. Dairy Ashford, Suite 300, Houston, Texas 77077-4760. The written request must include the candidate’s name, contact information, biographical information and qualifications. The request must also include the potential candidate’s written consent to being a nominee and to serving as a director if nominated and elected. AdditionalThe Committee may request additional information may be requested from time to time by the committee from the nominee or the stockholder or group of stockholders. Stockholder nominations that seek to bypass the consideration of the Corporate Governance and Nominating Committee must follow the procedures set forth in our bylaws, which are summarized below in the Section entitled “Stockholder Proposals and Nominations for the 20152016 Annual Meeting of the Stockholders.Meeting.”

In 2013, the Corporate Governance and Nominating Committee held 5 meetings. The Corporate Governance and Nominating Committee is currently comprised of four directors: Messrs. Neveu (Chairman), Browning, Davis and Olsen, who are all “independent”, as defined by the NASDAQ listing standards. Upon the expiration of Mr. Neveu’s term as a director at the Annual Meeting, he will cease to be a member of the Corporate Governance and Nominating Committee.

Corporate Development Committee

The Corporate Development Committee assists our Board of Directors in providing oversight and guidance to our management related to (i) the evaluation of corporate development opportunities and (ii) strategies and processes regarding merger and acquisition initiatives. During 2013, the Corporate Development Committee held 7 meetings. The Corporate Development Committee is currently comprised of five independent directors: Messrs. Davis (Chairman), Caprioli, de Vibe, Mulloy and Whittington.

Report of the Audit CommitteeREPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the financial reporting process of the Company on behalf of its Board of Directors. Management has the primary responsibility for the preparation of the financial statements and the reporting process, including the systems of internal control.

With respect to the financial statements for the year ended December 31, 2013,2014, the Audit Committee reviewed and discussed the financial statements of RigNet, Inc. and the quality of financial reporting with management and the independent auditor. The Audit Committee received the written disclosure and the letter from the independent auditor required under applicable requirements including Auditing Standard No. 16,Communication with Audit Committees, as established by the Public Company Accounting Oversight Board. Additionally, the Audit Committee has discussed with the independent auditor their independence with respect to the Company. The Audit Committee determined that the non-audit services provided to RigNet by the independent auditor (discussed below under “Proposal Two: Ratification of Independent Public Accountants”) are compatible with maintaining the independence of the independent auditor.

Based on the reviews and discussions described above, the Audit Committee recommended to our Board of Directors that the financial statements of RigNet, Inc. be included in the Annual Report on Form 10-K for the year ended December 31, 20132014 for filing with the SEC.

This Report of the Audit Committee is not “soliciting material” and 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 or under the Securities Act of 1934, as amended, except to the extent the Company specifically incorporates this report by reference, and shall not otherwise be deemed filed under such Acts.

DIRECTOR COMPENSATION

Thefollowing summarizes the compensation of each non-employee member of our Board of Directors for the fiscal year ended December 31, 2013.2014. Our CEO also is also a board member.Since he is an employee of the Company, he does not receive additional compensation specifically related to his service on our Board of Directors. In addition, Mr. Caprioli does not receive any compensation for his role as a member of our Board of Directors due to his affiliation with KKR, a holder of over 25% of our outstanding shares of common stock.

OurBoard of Directors has implemented a compensationpolicy applicable to our non-employee directors, which provides those directors the following compensation for boardBoard and committee services:

In addition, this compensation policy provides that thechairman of the Audit Committee will receive an additional annual retainer of $15,000; the chairman of our Auditthe Compensation Committee will receive an additional annual retainer of $10,000; the chairman of the CompensationCorporate Governance and Nominating Committee will receive an additional annual retainer of $7,500;$10,000; the chairman of the Corporate Governance and Nominating committeeDevelopment Committee will receive an additional annual retainer of $5,000; the chairman of the Corporate Development committee will receive an additional annual retainer of $5,000;$10,000; and the non-executive chairman of the Board of Directors will receive an additional annual retainer of $50,000.$50,000. Retainers and meeting fees are paid at the end of each quarter on a pro rata basis for any partial service periods.

Thefollowing table summarizes the compensation of each non-employee member of our Board of Directors in 2013:2014:

(3)

Reflects the aggregate grant date fair value for restricted stock granted in 20132014 computed in accordance with FASB ASC Topic 718.  Each director received onetwo equity awardawards in 20132014 and the grant date fair value is reflected in the table above.  Information about the assumptions used to value these awards can be found in Note 11 to the consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2013.2014.  As of December 31, 2013,2014, each independent director had 2,1402,106 shares of restricted stock outstanding.

The table above reflects all compensation received by our independent directors during 2013.(4)Mr. Caprioli received no compensation for his Board service by agreement between the Company and KKR, our stockholder for which Mr. Caprioli is a member.The table above reflects all compensation received by our independent directors during 2014.  The Company does not provide a pension plan for non-employee directors.  None of the directors received preferential, above-market earnings or deferred compensation.

EXECUTIVE COMPENSATION

OUR EXECUTIVE OCompensation DiscussionFFICERS

The following table provides information regarding our executive officers.

Mark Slaughter has served as our Chief Executive Officer and AnalysisPresident since August 2007. See his biographical summary presented earlier in this proxy statement under the heading “Our Board of Directors and Nominees – Director Nominees.”

Martin Jimmerson has served as our Senior Vice President and Chief Financial Officer since February 2014 and our Chief Financial Officer from November 2006 through January 2014. Prior to that, Mr. Jimmerson served as Chief Financial Officer for River Oaks Imaging & Diagnostic, LP from November 2002 to December 2005. Mr. Jimmerson received a B.A. degree in accounting from Baylor University.

William Sutton has served as our Senior Vice President, General Counsel and Corporate Secretary since February 2014. Prior to that, Mr. Sutton served as our Vice President, General Counsel and Corporate Secretary from May 2009 through January 2014 and Vice President and General Counsel from March 2008 through May 2009. Mr. Sutton served as Chairman for Sweeten & Sutton Brokerage, Inc. from March 2007 to February 2008 and President and Chief Executive Officer for Abbey SA, LP from April 2004 to October 2006. He has attended Stanford Law School’s Directors’ College. Mr. Sutton received a Bachelor of Business Administration degree from the University of Texas at Austin and a Juris Doctorate from the University of Houston.

Hector Maytorena has served as our Group Vice President, Managed Services since February 19, 2015. Prior to that he served as our Group Vice President, Eastern Hemisphere from February 2014 through February 18, 2015, our Vice President & General Manager, Eastern Hemisphere from April 2012 through January 2014, our Vice President & General Manager, Western Hemisphere from November 2009 through March 2012, and as Vice President, Global Sales & Marketing from November 2007 through October 2009. Prior to joining RigNet, he served as General Manager of Southeast Texas for United Technologies’ UTC Fire & Security (operating under the Chubb Security and Redhawk brands) from November 2006 to November 2007 and Director of Sales at Chubb Security USA from August 2005 to November 2006. Prior to that role, Mr. Maytorena served in various leadership roles at Stratos Global Corporation’s Broadband Division with his last assignment as Director of Global Sales and Marketing from November 2002 to August 2005. Mr. Maytorena is a graduate of United Technologies’ Emerging Leaders Program at the University of Virginia’s Darden Graduate School of Business and has completed an executive education course in Emerging Growth Companies at Stanford University’s Graduate School of Business.

Morten Hagland Hansen has served as our Senior Vice President, Business Services and Chief Technology Officer since February 2014. Prior to that, Mr. Hansen served as our Vice President, Business Services from February 2013 through January 2014, Vice President, Global Engineering and Operations from July 2011 through January 2013, Vice President, Global Engineering from February 2009 to July 2011, and Director of Global Engineering from January 2007 to February 2009.  From October 2001 to January 2007, Mr. Hansen served as our Engineering Manager. Prior to joining RigNet in 2001, he had experience in information technology and telecoms engineering, design and deployment. Mr. Hansen recently completed an executive education course in Customer-Focused Innovation at Stanford University’s Graduate School of Business.

Gerry Gutierrez has served as our Group Vice President, Telecommunications Systems Integration since June 2014. Prior to joining RigNet, Mr. Gutierrez served in various leadership roles at Honeywell, most recently as Marketing Director, Global Major Projects from January 2013 to June 2014, as Vice President of Major Projects from August 2011 to December 2012, and he served as marketing director, Global Major Projects at Honeywell and Regional General Manager for Latin America from May 2008 to July 2011. Mr. Gutierrez earned both his Bachelor of Science degree in Electrical Engineering and Master’s degree in Business Administration from the University of Houston.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis addresses the following topics:

This section of the proxy also describes the compensation paid to our 20132014 named executive officers:

The compensation programs described, however, apply more broadly to other officers and management personnel at the Company, with appropriate changes to reflect different levels and types of responsibility. The Company believes this approach helps to align RigNet employees into a unified team committed to the Company’s corporate objectives.

The Compensation Committee

The Compensation Committee of the Board of Directors (the “Compensation Committee” or “Committee”) assists the Board in fulfilling its duties relating to compensation matters. The fundamental responsibilities of the Committee are to:

The Compensation Committee may form and delegate its authority to one or more subcommittees as it deems necessary or advisable from time to time, provided, that any such subcommittee must report any actions taken by it to the full Compensation Committee at its next regularly scheduled meeting.

The Board approves all compensation plans and compensation arrangements for our named executive officers based upon Compensation Committee recommendations.

The Compensation Setting Process

Our Compensation Committee holds regularly scheduled meetings, which coincide with our Board meetings. It also holds additional meetings as required to carry out its duties. The Committee Chairman works with our management to establish each meeting agenda.

At its meetings, the Committee:

Role of Compensation Consultant

The Committee’s Charter grants the Committee the sole and direct authority to retain and terminate compensation advisors and to approve their fees. All such advisors report directly to the Compensation Committee and all assignments are directed by the Committee Chairman. In 2013, the Committee engaged Pearl Meyer & Partners (“Pearl Meyer”), serves as the Committee’s independent compensation consultant to assist the Committee in assessing and determining competitive compensation packages for our named executive officers and directors.

In this capacity, Pearl Meyer has at the Committee’s request and under the direction of the Committee Chairman, assembled information regarding:

While the Committee relies on data provided by our independent compensation consultant or Equilar, Inc., a provider of executive compensation information based on publicly available information contained in SEC filings, it also considers a number of other factors including:

In March 2013, we relied primarily on published general industry compensation survey data providing average annual market increases in the various geographies in which we operate. We used this data to adjust a prior-year, peer group study and considered data from Equilar, Inc. to provide our Compensation Committee adequate data for establishing 2013 compensation levels. In considering the prior-year, peer group survey, we adjusted our previously established peer group removing entities that no longer met peer group criteria or where data was no longer available, which included Bronco Drilling Company, Bigband Networks and FiberTower Corp. As such, the peer group used in establishing 2013 base and target incentive compensation consisted of the following fourteen companies: Anaren Inc., Cbeyond Inc., Cogent Communications Group, Communications Systems Inc., Digi International Inc., Dawson Geophysical Company, 8X8 Inc, Geospace Technologies Corp., inContact Inc., Kvh Industries Inc., Meru Networks Inc., Shoretel Inc., TGC Industries, Inc. and Union Drilling Inc. In addition in early 2013, a secondary peer group was internally developed to provide our Compensation Committee with additional

data obtained through Equilar. This peer group was selected based on industry classification, company market value and revenue levels. This additional peer group included: Approach Resources Inc., Crimson Exploration Inc., Delta Petroleum Corporation, GMX Resources Inc., Mangum Hunter Resources Corporation, Mitcham Industries Inc., Natural Gas Services Group Inc., PrimeEnergy Inc., Rex Energy Corporation, Union Drilling Inc. and Warren Resources Inc. Data for this additional peer group was obtained from Equilar, Inc. and was considered by our Compensation Committee in establishing 2013 compensation levels.

During 2013 withWith the assistance of our independent compensation consultant, we updated our compensation peer group during 2013 reflecting changes in our global company, the industry and our size as a public company to include the following twenty-one companies: Cal Dive International Inc., Calix Inc., Cbeyond Inc., Cogent Communications Group, Dawson Geophysical Company, 8X8 Inc, Forbes Energy Services, Hornbeck Offshore Services, Globecomm Systems Inc., Global Geophysical Services Inc., Gulf Island Fabrication Inc., GulfMark Offshore Inc., inContact Inc, Iridum Communications, Kvh Industries Inc., Magnum Hunter Resources Corporation, Rex Energy Corporation, Shoretel Inc., Tesco Corporation, TETRA Technologies Inc. and Vantage Drilling Company. We selected these companies because they were public companies of similar size and headcount, and they serve the geographies and customer bases in which we operate and compete for senior management personnel. During 2013, we obtained a compensation peer group study from Pearl Meyer for our executive officers and directors, which provided specific input on cash and equity compensation levels and ranges. This data was used to adjust 2013 MIP bonus levels and establish 2014 base compensation, short-term incentive compensation targets and long-term incentive compensation targets as a percentage of base compensation. In addition for 2015, due to current challenging oil and gas industry market conditions, unless an individual’s responsibilities were increased, base and target incentive compensation.compensation remain unchanged. See “Determining the Amount of Each Element of Compensation – Base Compensation” below.

Role of Chief Executive Officer in Executive Compensation Decisions

Our Compensation Committee seeks input from the CEO when discussing the performance of and compensation levels for our named executive officers other than himself. Mr. Slaughter provides information related to each named executive officer’s performance to support the Compensation Committee’s decision-making on executive compensation.

Our Executive Compensation Program

Compensation Objectives

Our executive compensation program is designed to encourage our executives to focus on building long-term stockholder value, maximizing growth consistent with our strategic plan and delivering strong financial results. Our executive compensation program is intended to align the interests of our named executive officers with those of our stockholders by motivating our named executive officers to achieve strong financial and operating results, as well as to further our strategic growth initiatives, which we believe closely correlate to long-term stockholder value. This pay-for-performance based alignment of interests is reflected through each named executive officers’officer’s total compensation.

Our Compensation Committee reviews our executives’ total compensation elements on an annual basis taking into consideration any changes in position or responsibilities. In the event of material changes in position, responsibilities or other factors, the Compensation Committee may consider changes in base pay during the year.

In addition to changes in position or responsibilities, the Committee primarily considered:

Compensation Philosophy

Executive base compensation is expected to be between the 25^th percentile and the median for our peer group, adjusted for each individual’s education, experience, performance and potential. In addition, our executives can earn short-term incentive compensation in support of our pay-for performance philosophy. Through equity compensation, our executives have a significant portion of compensation “at risk” and accordingly have a potential for earning above the median of our peer group. “At risk” means executives will not realize value unless they meet performance goals, the majority of which are tied to Company financial, operational and strategic goals, which we believe closely correlate to long-term stockholder value creation.

Our compensation program provides for the following elements:

Our Compensation Committee’s review of compensation over the long-term,long term targets total direct compensation (including base salary and short-term incentive cash compensation) for all named executive officers at approximately the median of compensation paid to similarly situated executives of the companies comprising our compensation peer group. As more fully described below under “Determining the Amount of Each Element of Compensation”, the Committee reviews base compensation for named executive officers compared to the 25^th percentile to median range of our peer group and available industry data. The Committee again is seeking over the long-term to place more compensation “at risk” by settingsetting: 1) base salaries and management incentive targets within the 25^th percentile and medianmedian; and 2) awards under our 2010 Omnibus Plan above the median of our peer group. Our executives have the potential to earn above the median with performance at or above their goals and objectives in line with our performance-based compensation philosophy.

Risk Assessment of Compensation Programs

We review our compensation programs company-wide to assess whether they encourage our employees to take unnecessary or excessive risks that could have a material adverse effect on our business. We have concluded that our programs are appropriately tailored to encourage employees to grow our business, but not to incent them to do so in a way that poses unnecessary or excessive material risk to us. For example, our Management Incentive Program (“MIP”)the MIP and our long-term incentive compensation, which are our two primary performance-based compensation programs, balance each other by providing compensation that rewards short-term and long-term performance. The MIP balances risk by considering a mix of performance goals, capping the maximum payout a participant can receive and allows the Compensation Committee to approve the final amount of all bonuses, while the long-term incentive awards are equity-based awards that have four yearfour-year vesting schedules to encourage a focus on long-term growth and that support management retention. In addition, we have various policies, such as our clawback, policy, anti-hedging policy and executive equity ownership policypolicies that are designed to discourage undue risk-taking or manipulation of results. In addition, the MIP portion of the executives’ compensation is not so large assized to encourage undueappropriate risk-taking or manipulation of results at the risk ofthat is aligned with the long-term health of ourthe Company.

Influence of Say on Pay Results on Executive Compensation Decisions

We and our Compensation Committee are attentive to the outcome of the stockholder “Say on Pay” vote. At the Company’s 20132014 annual stockholder meeting, 13,582,32015,091,529 votes were cast for approval of the proposal and 8,57616,663 votes were cast against approval. As such, the Committee did not change any practices or programs as a result of the 20132014 meeting’s “Say on Pay” vote outcome.

Elements of Our Executive Compensation Program

We look at the total compensation value in determining the appropriateness of our executive remuneration program. Total compensation includes various cash and non-cash elements that offer immediate, short-term and long-term value.

Base Salary

Our Compensation Committee reviews our executives’ base salaries on an annual basis taking into consideration any changes in position or responsibilities. We utilize base salary as the primary means of compensation for performing the essential elements of an executive’s job. We believe our base salaries are set at levels between the 25^th percentile and the median for our peer group, adjusted for each individual’s education, experience, performance and potential, which allow us to attract and retain executives in competitive markets.

Short-term Incentive Compensation

Our executives are eligible for short-term incentive compensation in the form of an annual cash bonus through our MIP. The MIP is intended to incentivizeincent our executives to meet our corporate and regionalbusiness unit objectives and compensate them for achieving these objectives. In addition, our short-term incentive pay compensationMIP is intended to reward and incentivize our executives for their personalachieving specific individual goals. Total MIP funding is based on actual consolidated performance relative to individual objectives. Noagainst the annual Revenue and Adjusted EBITDA¹ targets with no bonus will be paid if the Company does not achieve 85.0% of either the annual Revenue or Adjusted EBITDA target. Since ourwe establish financial targets are stretch targets, we believe in paying smaller bonuses if we achieve at least 85.0% of our target and larger bonuses if we exceed the target level to reward performance above the target levels, up to a maximum individual amount, but unlimited as to any single metric. Total MIP funding is based on actual consolidated performance against the annual Revenue and Adjusted EBITDA targets. We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization as adjusted to exclude amounts for the impairment of goodwill, gain (loss) on retirement of property and equipment, changes in the fair value of derivatives and stock-based compensation expense.

Once the bonuses are computed, as provided for in the MIP, an executive’s bonus is determined,may be increased or decreased up to 25.0% based on the CEO, for other than himself,achievement of specific individual objectives and input from the CEO. For the CEO’s bonus, the Board has discretion to increase or decrease the bonus by up to 25.0% based upon. For all other executives, the achievement of personal objectives andCEO has discretion to increase or decrease the CEO’sbonus up to 25.0%, using his judgment of the executive’s relative contribution to results, subject to Compensation Committee and Board approval. For the CEO’s bonus opportunity, the Board has discretion to increase or decrease the bonus by as much as 25.0%. Individual payouts under the MIP cannot exceed 2.5 times target payout. Further, total short-term incentive compensation payouts for all employees as a group, excluding sales commissions, are limited to the total budgetedcomputed target bonuses at the beginning of the year adjusted forbased on actual company performance measured against the annual Revenue and Adjusted EBITDA targets.

Short-term incentive compensation is determined based on the following performance metrics:

The following multiplier table was used to determine each executive’s bonus formula:

See the table on page 21 of this proxy statement for the application of this matrix for 2013.2014. If the results are between two levels the multiplier will be interpolated on a straight-line basis between those levels.

¹We define Adjusted EBITDA as net income (loss) plus: interest expense, income tax expense (benefit), depreciation and amortization, impairment of goodwill, (gain) loss on retirement of property and equipment, change in fair value of derivatives, stock-based compensation and IPO or merger/acquisition costs and related bonuses. Adjusted EBITDA should not be considered as an alternative to net income (loss), operating income (loss) or any other measure of financial performance calculated or presented in accordance with generally accepted accounting principles (GAAP).

For our executives, short-term incentive compensation is based on the achievement of financial targets and further adjusted based on the achievement of personal objectives for each individual.

Long-term incentiveIncentive Compensation

Long-term incentive compensation is intended to enhance our ability to retain executive talent over a longer period of time, reward long-term efforts that enhance future value of the Company, and provide executives with a form of reward that aligns their interests with those of our stockholders. Our executives may receive long-term incentive awards annually as the Compensation Committee determines consistent with the objectives described above. Long-term incentive compensation may be awarded in the form of stock, option or long-term cash performance awards.

Our Compensation Committee does not apply a rigid formula in allocating stock or option awards to executives as a group or to any particular executive. Instead in making awards,

In 2014, the Compensation Committee exercises its judgment and discretion and considers,established long-term incentive compensation targets as a percentage of base compensation for each of our named executive officers. This target was used to determine the value of the long-term incentive awards made to each executive. In establishing each of the targets, the Compensation Committee considered, among other things, the data obtained from the compensation peer group study that was adjusted for market increases, the role and responsibility of theeach executive, competitive factors, personal performance, the amount of stock-based equity compensation already held by the executive, the non-equity compensation received by the executive, and the total number of stock and optionoptions awards to be granted to all participants during the year.year and the discretion and judgment of the Compensation Committee. During 2015, the Compensation Committee has begun the design of long-term performance awards, which will have formulaic payouts based on specific multiple-year performance metrics and once completed the Compensation Committee will present the proposed awards to the Board for approval.

Our 2010 Omnibus Incentive Plan permits the award of (i) incentive or non-qualified stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance stock, (vi) performance units, (vii) director awards (viii) annual cash incentive awards, (ix) cash-based awards, (x) substitution awards or (xi) other stock-based awards, as approved by the Board of Directors or its designated committee. Generally awards will vest over four years, with 25.0% of the shares vesting on each of the first, second, third and fourth year anniversary of the grant date assuming continued employment, and expire on the tenth anniversary date of the applicable award agreement, unless terminated earlier. No further awards can be made under our prior equity incentive plans.

Nondiscriminatory Health and Welfare Benefits

Our benefits, such as our basic health benefits, short-term and long-term disability, life insurance, and accidental death and dismemberment insurance are intended to provide a stable array of support to executives and their families throughout various stages of their careers, and these core benefits are provided to all employees based on the regional programs regardless of their individual performance levels. All U.S. employees have the option to participate in the 401(k) plan, which allows participants to defer up to 100.0% of their annual compensation, subject to the cap set by the Internal Revenue Code. Beginning inIn 2014, we have amended our 401(k) plan to provide for all eligible employees a companythe Company’s matching contribution based on 100.0% of the first 2.0% and 50.0% of the next 4.0% of eligible employee contributions. Employee elective deferrals and employee matching contributions are immediately vested and non-forfeitable upon contribution to the 401(k) plan.

Perquisites

We believe in a simple, straight-forward compensation program. Consistent with the Committee’s strategy, no perquisites or other personal benefits have or are expected to exceed $10,000 annually for any of our named executive officers.

Determining the Amount of Each Element of Compensation

The amount of each element of our compensation program is determined by

On an annual basis, our Compensation Committee on an annual basis takingtakes into consideration the results of our operations, long and short-term goals, individual goals, and the competitive market for our executives and the experience of our Compensation Committee members with similar companies and general economic factors.factors determines the amount of each element of our compensation program.

Base Compensation

We utilize our previously established peer group along with a market-based pay philosophy across base pay, short-term incentive compensation and long-term equity awards as described under “The Compensation Setting Process – Role of the Compensation Consultant.” On March 5, 2013,2014, our Compensation Committee, having evaluated our compensation consultant’s relevant materials, data from our peer group and the published survey for average annual market increases, and recommended base compensation levels and short-term and long-term incentive compensation targets effective April 1, 2013,2014, which were approved by the Board for our named executive officers. Mr. Slaughter’s base compensation was increased 10.0%11.0% to recognize his leadership, increased responsibility resulting from the organic growth of our company, successful completionintegration of acquired businesses across the Nessco acquisition, retainCompany, maintain his compensation at the 25^th percentile of the peer group data and continue to incentivize

continued achievement of goals. Mr. Jimmerson’s base compensation was increased 10.0% and2.1%, making his compensation at the 3325^rdth

percentile compared to ourof the peer group data, to recognize his increased level of responsibilities managing the finances, for a larger company, his success integrating the Nessco acquisition improvements inintegration, financial reporting and public company compliance, his past experience and to continue to incentivize continued achievement of goals. Mr. Sutton’s base compensation was increased 3.0%4.8% based on industry average market increases making his compensation at the 33^rd percentile based on peer group data, to recognize his level of responsibilities in compliance and risk management, current workload and past experience performing these duties in a public company, as well as to incentivize continued achievement of goals. Mr. Maytorena’s base compensation was increased 3.0% based on industry average market increases18.9% using peer group data to achieve our target of the 25^th percentile and to recognize his level of responsibility and experience in running the operations of a large geographic region within the company,Company, and incentivize continued achievement of both financial and individual goals. For Mr. Crenshaw, who had not previously been a named executive officer, we evaluated hisCrenshaw’s base compensation comparedwas increased 15.0% using peer group data to other officer level personnel considering his prior experienceachieve our target of the 25^th percentile and to recognize his significant level of responsibility for operations and approved his starting base compensation of $200,000 along with a MIP Bonus target of 50.0% to incentivize achievement of both financial and individual goals.operations.

For 2013, all2014, targeted MIP bonus levels as a percentage of base salary were retainedincreased by 10.0% for Messrs. Jimmerson, Maytorena and Crenshaw and 5.0% for Mr. Sutton. Mr. Slaughter’s MIP bonus level remained unchanged at 2012 levels as presented in the table below, which100.0%. The MIP targets represent the midpoint of the range of our peer group annual incentive target percentages for Messrs. Slaughter, Jimmerson, and Sutton and at a level equitable for their responsibilities when compared to other officers of our Company for Mr.Messrs. Maytorena and Mr. Crenshaw. For 2013,We believe the Target Multipliers presented under “Elements of Our Executive Compensation Program – Short-term Incentive Compensation” reflects 2013 modifications that significantly reducedincrease in MIP targets, when considered in connection with the multipliers for achievement of percentages less than 100% of the performance metrics and increased the multipliers for achievements in excess of the performance metrics. Further, the overall short-term incentive annual funding maximum payout formula is now based on the total budgeted target bonuses at the beginning of the year adjusted for actual company achievement against the Revenue and Adjusted EBITDA targets. The maximum individual remained unchanged at 2.5 times target payout. These changes were made to further incentivize overallestablished financial performance ofgoals that must be achieved in order to earn a bonus, enables our executive officers the Company.potential to realize at or above medium compensation when compared to our peer group.

Changes in base

Base compensation, during 2013 and MIP bonus results areand long-term incentive targets during 2014are summarized in the following table:as follows:

Short-term Incentive Compensation

The Compensation Committee considers short-term incentive cash compensation targets and performance for our executives annually with distributions typically made during the first calendar quarter of the next year after determination of whether goals have been achieved. The Compensation Committee may adjust an executive officer’s short-term incentive cash compensation up to 25.0% based on the individual’s performance and contribution to Company results. However, individual payouts under the MIP cannot exceed 2.5 times target payout and anor the total annual short-term incentive compensation funding maximum for all employees as a group.group based on the Company’s actual performance measured against the plan.

The following table summarizes the consolidated financial targets and achievement of those targets for 20132014 for all named executive officers.

The percentage of plan was compared to the table described above in “Elements of Our Executive Compensation Program – Short-term Incentive Compensation” to obtain the target multiplier. The 20132014 bonus formula multiplied each executive officer’s potential target bonus as a percentage of their current base salary, adjusted for partial-year employment, multiplied by the sum of (i) 60.0% of the consolidated Management EBITDA multiplier plus (ii) 40.0% of the consolidated revenue multiplier; except that for Mr. Maytorena and Mr. Crenshaw the Management EBITDA and Revenue multipliers were weighted based 70.0%45.0% upon performance results from their operational areasarea of responsibility, 30.0% upon performance results from the combined average hemisphere operational multipliers and 30.0%25.0% of the consolidated multipliers. Pursuant to the Company’s bonus programs, the short-term incentive pool for all employees, including the named executive officers, was limited to the annual short-term incentive funding maximum, which resulted in a downward adjustment of 1.73% for all participants’ 2013 incentive payout computations, after any discretionary adjustments. The 20132014 short-term incentive compensation payments before discretionary increases net of the company-wide pool adjustment, are reported in the “Non-Equity Incentive Plan

Compensation” column and discretionary increases are reported in the “Bonus” column for 20132014 in the Summary Compensation Table.

The Board reviewed

Due to Mr. Slaughter’s leadership and concurredindividual performance in achieving above-target financial results in 2014, during challenging economic market for the Company’s customers in the oil and gas industry, Mr. Slaughter received a 10.0% discretionary increase to his formulaic payout. Mr. Maytorena, having served as our Group Vice President, Eastern Hemisphere throughout 2014, received a 15.0% discretionary increase to his formulaic payout in recognition for the Eastern Hemisphere achieving above-target financial results and exceeding expectations on his personal objectives that included leading geographic expansion of operations into new countries. Due to Mr. Crenshaw’s employment with the CEO’s recommendedCompany ending on February 18, 2015, he received 100.0% of his formulaic payout without any discretionary adjustment for Mr. Sutton increasingto his 2014 short-term incentive payout by 15.0% in recognition of his individual achievements including his work on the Inmarsat transaction, guiding our Company through a self-reported compliance matter and successfully settling legal matters during 2013.bonus.

Long-term Incentive Awards

Our Compensation Committee typically makes annual grants of equity awards to our employees in connection with its annual review of our employees’ compensation and then throughout the year our Compensation Committee evaluates grants for new hires, promotions or other changes that may warrant additional grants. We do not have any program, plan or practice to time stock or option grants in coordination with the release of material non-public information. Our Compensation Committee uses the weighted average of the trading price of our common stock onfor the five days prior to the date of grant as the exercise price of option grants.grants and valuations based on the weighted average of the trading price of our common stock for the five days prior to the date of grant as used for determining share awards.

Grants were made on March 6, 20135, 2014 as part of our normal annual review of equity awards and annual compensation to incentivize our executives for the long-term success of our Company. These equity awards were made consistent with our philosophy that such awards should enhance our ability to retain executives and align individual performance with the objectives of our stockholders. In determining the above awards, the number of equity awards for our named executive officers were allocated 30.0% to restricted stock awards and 70.0% to stock options. All awards vest ratably over the next four years. Total equity awards for each individual were determined as the amount that would provide a potential total compensation for 2013 approximating the 75^th percentile compared to total direct compensation of our peer group for each position.

Tax and Accounting Implications

In the review and establishment of our compensation programs, we consider the anticipated accounting and tax implications to us and our executives. While we consider the applicable accounting and tax treatment of alternative forms of equity compensation, these factors alone are not dispositive, and we also consider the cash and non-cash impact of the programs and whether a program is consistent with our overall compensation philosophy and objectives.

Deductibility of Compensation and Tax Obligations

Our Compensation Committee does not have any policies concerning the payment of tax obligations on behalf of our employees. We are required by law to withhold a portion of every compensation payment we make to our employees. In the case of noncash compensation, that means either (i) we withhold a portion of the noncash compensation payment and pay cash to the appropriate tax authorities or (ii) the employees make a direct cash payment directly to us in lieu of our withholding a portion of the noncash compensation. All payments to or on behalf of our employees, including tax payments, are considered compensation and are evaluated by our Compensation Committee as part of our overall compensation packages.

As part of its role, the Committee reviews and considers the deductibility of executive compensation. Section 162(m) of the Internal Revenue Code imposes a limit on the amount of compensation that we may deduct in any one year with respect to the CEO and each of our next three most highly compensated named executive officers, unless specific and detailed criteria are satisfied. Performance-based compensation, as defined in the Internal Revenue Code, is fully deductible if the programs are approved by stockholders and meet other requirements. We believe that grants of equity awards under our existing stock plans qualify as performance-based for purposes of satisfying the conditions of Section 162(m), thereby permitting us to receive a federal income tax deduction in connection with such awards. In general, we have determined that we will not seek to limit executive compensation so that it is deductible under Section 162(m). However, from time to time, we monitor whether it might be in our interests to structure our compensation programs to satisfy the requirements of Section 162(m). We seek to maintain flexibility in compensating our executives in a manner designed to promote our corporate goals and therefore our Compensation Committee has not adopted a policy requiring all compensation to be deductible. Our Compensation Committee will continue to assess the impact of Section 162(m) on our compensation practices and determine what further action, if any, is appropriate.

During 2013, the agreements for Mr. Slaughter and Mr. Jimmerson were amended to remove a provision that would provide a gross-up payment in the event those officers would be subject to excise taxes by Section 4999 of the Internal Revenue Code.

Accounting for Stock-Based Compensation

We account for stock-based payments for all awards under our 2010 Omnibus, 2006 Long-Term Incentive and the 2001 Performance Stock Option Plans in accordance with the requirements of ASC Topic 718, subtopic 10, section 10,Stock Compensation. The Committee reviews stock compensation grant date value in connection with granting equity awards.

Clawback Policy

In accordance with

On March 6, 2015, the requirementsBoard of Directors of the Dodd-Frank Act our MIP includesCompany adopted a provision that provides that inclawback policy (the “Policy”) for the event we are required to restate our publicly filed financial statements for any reason, the Compensation Committee will review allrecoupment of incentive-based compensation awarded to anyfrom its current or former executive that was based onofficers and such other senior executives and employees (“Covered Executives”) under certain circumstances. Under the restated financial statementsPolicy, the Company may, at the Board of Directors’ discretion, recover from Covered Executives short and may requirelong-term cash incentives, stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, and/or performance units (“Incentive Compensation”) in excess of the Incentive Compensation that the executive return such compensation to the extent it would have been less based onpaid or distributed according to the restated financial statements. We continuestatements, as restated. The Company may also require, as a condition to monitor the rule-making actionsgrant of any incentive compensation, a Covered Executive to agree in writing to abide by the terms of the SEC and NASDAQ with respect to the development, implementation, and disclosure of claw-back policies and procedures. We intend to revise our claw-back provisions/policies in the future as required by applicable law.Policy.

Policy Against Hedging

We prohibit our executive officers and directors from engaging in short-term or speculative transactions involving company securities, including activities involving short selling our securities, hedging their ownership in our securities by thebythe purchase or sale of options of any kind, whether puts, calls or other derivative securities, purchasing of company securities in the open market on margin or pledging securities against loans or similar arrangements.

Executive Equity Ownership

We encourage our executives to hold a significant equity interest in our Company. During 2013, we adopted a policystock ownership guidelines requiring certain executives and directors to hold shares with a value equal to a multiple of their base compensation. OurThe guidelines require our CEO is now required to hold equity shares of our Company with a value of three (3) times and our CFO is required to hold one and one half (1.5) times their annual base salary. AllThe guidelines require all other executive officers and Board members are required to hold shares with a value equal to their annual base compensation and annual retainers, respectively. It is expected that eachEach director and executive officer shallis required to attain the applicable stock ownership level within five years of his or her first becoming subject to the stock ownership guidelines, which shall be the later to occur of (i) the fifth anniversary of his or her initial election as a director or appointment as an executive officer or (ii) March 6, 2018.

SSUMMARYUMMARY COMPENSATION TABLE

The following table sets forth certain information with respect to the compensation paid to our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers for the years ended December 31, 2014, 2013 2012 and 2011.2012.

On March 5, 2014,3, 2015, consistent with our market-based pay philosophy our Compensation Committee reviewed updated peer group compensation dataand as discussed above under “The Compensation Setting Process – Role of Compensation Consultant” for named executive officers. Using this, our Compensation Committee considered the current economic market conditions, compensation data obtained in 2013 and considering each executive’s responsibility related to the current size of our Company, effectiveCompany. Effective April 1, 20142015, base compensation, target MIP bonus levels and long-term incentive targets were approved by the Board to remain unchanged for 2015 for Messrs. Slaughter, Jimmerson and Sutton. Mr. SlaughterMaytorena’s salary was set at $415,000, Mr. Jimmerson at $288,600, Mr. Sutton at $262,000, Mr. Maytorena at 245,000, and Mr. Crenshaw at $230,000. Target$270,000, his target MIP bonus levels for eachlevel was increased to 70.0% and his long-term incentive target was increased to 140.0% in recognition of our executive officers for 2014 were approved by the Board for Mr. Slaughter at 100.0%, Mr. Jimmerson at 70.0%, Mr. Sutton at 65.0%, Mr. Maytorena at 60.0%,his promotion and Mr. Crenshaw at 60.0%.increased responsibilities.

Employment Agreements

Mr. Slaughter

Effective February 20, 2012, we entered into a new employment agreement with Mark Slaughter. Under the terms of the new agreement, we agreed to employ Mr. Slaughter as the CEO and President until he or we decide to terminate his position for any reason.

Mr. Slaughter’s annual base salary was set then at $330,000, subject to increase from time to time, and he is entitled to an annual target bonus of at least 100% of his annual base salary subject to the terms of our annual bonus plan and payable within four months following the end of the fiscal year to which the bonus relates.

If Mr. Slaughter’s employment is terminated for any reason, he is entitled toto: (i) any earned but unpaid base salary,salary; (ii) any accrued but unused current year vacation up to a maximum of four weeks, plus up to the maximum unused carry-over of vacation provided in our written vacation policy then in effecteffect; and (iii) all unreimbursed business expenses incurred by Mr. Slaughter.he incurred.

Under the agreement, if we terminate Mr. Slaughter’s employment without “cause” and other than for death or disability or Mr. Slaughter terminates his employment with us for “good reason”, he is entitled to (i) a lump sum cash severance in an amount equal to the sum of twice his then annual base salary and target bonus for the bonus period in which the termination occurs; (ii) COBRA premiums for up to 18 months, with such premiums paid to Mr. Slaughter on a fully grossed-up after-tax basis, if necessary, for Mr. Slaughter not to be subject to tax under Section 105 of the Internal Revenue Code;(iii) a pro-rated amount equal to the annual bonus that would have been paid to Mr. Slaughter had he remained employed through the end of the calendar year in which his employment terminates, to be calculated based on the level of achievement of our financial targets under the MIP at the end of the calendar year; (iv) if applicable, an amount equal to the unpaid annual bonus for the preceding calendar year that would have been paid to executive had he remained employed through the date of the bonus payments under the MIP for the prior calendar year; and (v) outplacement services not to exceed $20,000.

If Mr. Slaughter’s termination is due to death or disability, he is entitled to (i) a pro-rated amount equal to the annual bonus that would have been paid to Mr. Slaughter had he remained employed through the end of the calendar year in which his employment terminates, to be calculated based on the level of achievement of our financial targets under the MIP at the end of the calendar year and (ii) if applicable, an amount equal to the unpaid annual bonus for the preceding calendar year that would have been paid to executive had he remained employed through the date of the bonus payments under the MIP for the prior calendar year. In addition, all equity awards outstanding as of the effective date of his agreement shall automatically vest in full and shall remain exercisable for the term specified in the applicable award agreement.

If Mr. Slaughter’s employment is terminated for good reason or his employment is terminated by us for any reason other than cause and such termination occurs within two years on or after a “change of control” as defined in Section 409A of the Internal Revenue Code (a “Change of Control”), all equity awards outstanding as of the effective date of his agreement shall automatically vest in full and shall remain exercisable for the term specified in the applicable award agreement. In addition, if any equity award is not assumed or continued by our successor after a Change of Control, such award shall automatically vest and become exercisable and/or payable on the date of the Change of Control.

On

In February 11, 2013, Mr. Slaughter’s agreement was amended to remove a provision that would provide him a gross-up payment in the event any payment to Mr. Slaughter would be subject to excise taxes by Section 4999 of the Internal Revenue Code.

Mr. Slaughter is subject to restrictive covenants of noncompetition and non-solicitation for a period of 24 months from his termination date.

Under the agreement, “cause” is defined as any of the following: (i) Mr. Slaughter’s plea of guilty or nolo contendre, or conviction of a felony or a misdemeanor involving moral turpitude; (ii) any act by Mr. Slaughter of fraud or dishonesty with respect to any aspect of our business including, but not limited to, falsification of our records; (iii) Mr. Slaughter’s intentional and continued failure to perform his duties (other than by reason of an illness or a disability); (iv) intentional engagement in misconduct by Mr. Slaughter that is materially injurious to us (monetarily or otherwise); (v) Mr. Slaughter’s breach of the confidentiality, noncompetition or non-solicitation provisions of his employment agreement; (vi) commencement by Mr. Slaughter of employment with an unrelated employer; (vii) material violation by Mr. Slaughter of any of our written policies, including but not limited to any harassment and/or non-discrimination policies; (viii) Mr. Slaughter’s gross negligence in the performance of his duties; provided, however, that he would not be deemed to have been terminated for cause under clauses (ii) through (viii) above unless the determination of whether cause exists is made by a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board (excluding Mr. Slaughter, if a member) at a meeting of the Board that was called for the purpose of considering such termination (after 15 days’ notice to Mr.

Slaughter and an opportunity for Mr. Slaughter, together with Mr. Slaughter’s counsel, to be heard before the Board and, if reasonably possible, to cure the breach that is the alleged basis for cause) finding that, in the good faith opinion of the Board, Mr. Slaughter was guilty of conduct constituting cause and specifying the particulars thereof in detail.

Under the agreement, “good reason” meansmeans: (i) a material adverse change in Mr. Slaughter’s position, authority, duties or responsibilities,responsibilities; (ii) a reduction in Mr. Slaughter’s base salary or the taking of any action by us that would materially diminish the annual bonus opportunities of Mr. Slaughter from those provided to Mr. Slaughter immediately prior to the effective date of the agreement,agreement; (iii) the relocation of the our principal executive offices by more than 50 miles from where such offices are located on the effective date of the agreement or Mr. Slaughter being based at any office other than our principal executive offices, except for travel reasonably required in the performance of Mr. Slaughter’s duties and reasonably consistent with Mr. Slaughter’s travel prior to the effective date of his agreement,agreement; (iv) a material breach of the agreement by us,us; or (v) the failure of a successor to us to assume the agreement.

Mr. Jimmerson

We also entered into a similar employment agreement with Mr. Jimmerson, our Chief Financial Officer, effective on March 14, 2012. In that agreement, we agreed to employ Mr. Jimmerson as the Chief Financial Officer. The agreement has all of the same terms as Mr. Slaughter’s agreement, except that Mr. Jimmerson’s initial annual base salary is set at $250,000, subject to increase from time to time, and his annual target bonus potential is at least 60.0% of his base salary. Under the agreement, if we terminate Mr. Jimmerson’s employment without “cause” and other than for death or disability or Mr. Jimmerson terminates his employment with us for “good reason”, he is entitled to the same benefits described above for Mr. Slaughter, except that his lump sum cash severance will be in an amount equal to the sum of one and a half times his then annual base salary and target bonus for the bonus period in which the termination occurs. In addition, he is subject to restrictive covenants of noncompetition and non-solicitation for a period of 18 months from his termination date. On February 11, 2013, Mr. Jimmerson’s agreement was amended to remove a provision that would provide him a gross-up payment in the event any payment to Mr. Jimmerson would be subject to excise taxes by Section 4999 of the Internal Revenue Code.

Mr. Sutton

We also entered into a similar employment agreement with Mr. Sutton, effective on March 14, 2012. In that agreement, we agreed to employ Mr. Sutton as the Vice President and General Counsel. The agreement has all of the same terms as Mr. Slaughter’s agreement, except that Mr. Sutton’s initial annual base salary is set at $235,000, subject to increase from time to time, and his annual target bonus potential is at least 60.0% of his base salary. Under the agreement, if we terminate Mr. Sutton’s employment without “cause” and other than for death or disability or Mr. Sutton terminates his employment with us for “good reason”, he is entitled to the same benefits described above for Mr. Slaughter, except that his lump sum cash severance will be in an amount equal to the sum of his then annual base salary and target bonus for the bonus period in which the termination occurs. In addition, he is subject to restrictive covenants of noncompetition and non-solicitation for a period of 12 months from his termination date.

Mr. Maytorena

We also entered into a similar employment agreement with Mr. Maytorena, effective on March 14, 2012. In that agreement, we agreed to employ Mr. Maytorena as a Vice President and General Manager. The agreement has all of the same terms as Mr. Slaughter’s agreement, except that Mr. Maytorena’s initial annual base salary is set at $180,125, subject to increase from time to time, and his annual target bonus potential is at least 50.0% of his base salary. Under the agreement, if we terminate Mr. Maytorena’s employment without “cause” and other than for death or disability or Mr. Maytorena terminates his employment with us for “good reason”, he is entitled to the same benefits described above for Mr. Slaughter, except that his lump sum cash severance will be in an amount equal to the sum of his then annual base salary and target bonus for the bonus period in which the termination occurs. In addition, he is subject to restrictive covenants of noncompetition and non-solicitation for a period of 12 months from his termination date.

Mr. Crenshaw

We also entered into a similar

As previously reported, Mr. Crenshaw’s employment agreement with Mr. Crenshaw,us ended effective uponFebruary 18, 2015. Prior to his first day of employment on January 18, 2013. In thatdeparture, the Company had an agreement we agreed to employ Mr. Crenshaw as a Vice President and General Manager. The agreement has all of the same terms as Mr. Slaughter’s agreement, except that Mr. Crenshaw’s initial annual base salary is set at $200,000, subject to increase from time to time, and his annual target bonus potential is at least 50.0% of his base salary. Under the agreement, if we terminatepursuant to Mr. Crenshaw’s termination of employment without “cause” and other than for death or disability or Mr. Crenshaw terminates his employment with us for “good reason”, he is entitled to the same benefits described above for Mr. Slaughter, except that his lump sum cash severance will be in an amount equal to the sum of his then annual base salary and target bonus for the bonus period in which the termination occurs and he will be entitled to COBRA premiums for up to 12 months, with such premiums paid to Mr. Crenshaw on a fully grossed-up after-tax basis, if necessary, for Mr. Crenshaw not to be subject to tax under Section 105 of the Internal Revenue Code. In addition, he is subject to restrictive covenants of noncompetition and non-solicitation for a period of 12 months from his termination date.

20132014 GRANTS OF PLAN-BASED AWARDS