UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Check the appropriate box:

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þ Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12
SPOK HOLDINGS, INC.
(Name of Registrant as Specified in its Charter)
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þ No fee required.
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a2015proxyimage1.jpg


Notice of Annual Meeting of Stockholders
20152018 Proxy Statement
April 30, 2015







a2015proxyimage1.jpg

June 10, 20158, 2018
Dear Fellow Stockholder:

It is my pleasure to invite you to join us at the 20152018 Annual Meeting of Stockholders of Spok Holdings, Inc. to be held on Wednesday,Monday, July 29, 201523, 2018 at 9:10:00 a.m., Eastern Time,Time. We are very pleased that this year's annual meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the annual meeting of stockholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/SPOK2018. You will also be able to vote your shares electronically at the Mandarin Oriental, Room Garden I, 1330 Maryland Avenue SW, Washington, DC 20024.annual meeting.
We are pleased to use the latest technology to increase access, to improve communication and to obtain cost savings for our stockholders and the Company. Use of a virtual meeting will enable increased stockholder attendance and participation as stockholders can participate from any location.
Details regarding how to attend the meeting online and the business to be conducted at the annual meeting are more fully described in the Notice of Annual Meeting and Proxy Statement.
At this year’s meeting, we will vote on the election of 7eight directors and the ratification of the selectionappointment of Grant Thornton LLP as the Company’s independent registered public accounting firm. We will also conduct a non-binding advisory vote to approve the compensation of the Company’s named executive officers.officers for 2017.
We usefollow the U.S. Securities and Exchange Commission rule that allows companies to furnish proxy materials to their stockholders over the Internet. We believe this expedites stockholdersstockholders' receipt of proxy materials, lowers the annual meeting costs and conserves natural resources. Thus, we are mailing to many stockholders a Notice of Internet Availability of Proxy Materials (“Notice”), rather than copies of the Proxy Statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2014.2017. The Notice contains instructions on how to access the proxy materials online, vote online and obtain your copy of our proxy materials. The Notice or a full set of proxy materials will be mailed to stockholders on or about June 8, 2018.
Your voice is very important. Regardless of whether you plan to participate in the annual meeting, I encourage you to sign and return your proxy card, or use telephone or Internet voting prior to the meeting, so that your shares of common stock will be represented and voted at the meeting.

Sincerely,
 
 
/s/Royce Yudkoff
Royce Yudkoff
Chair of the Board of Directors




Spok Holdings, Inc.
Notice of 2015 Annual Meeting of Stockholders


Spok Holdings, Inc.
Notice of 2018 Annual Meeting of Stockholders
DATE AND TIME:

WednesdayMonday, July 29, 2015, 9:23, 2018, 10:00 a.m., Eastern Time
  
PLACE:
Mandarin OrientalOnline at:
Room: Garden I
1330 Maryland Avenue SW
Washington, DC 20024www.virtualshareholdermeeting.com/SPOK2018
  
ITEMS OF BUSINESS:
1.To elect seveneight nominees as directors to the Board of Directors;
2.To ratify the selectionappointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2015;2018;
3.To hold a non-binding advisory vote on 2014to approve 2017 named executive officer compensation;compensation ("Say-on-Pay"); and
4.To transact such other business as may properly come before the meeting.
  
WHO CAN VOTE:
You must be a stockholder of record at the close of business on June 3, 2015May 25, 2018 to vote at the Annual Meeting.
INTERNET AVAILABILITY:
We are using the Internet as our primary means of furnishing proxy materials to most of our stockholders. Rather than sending thoseour stockholders a paper copy of our proxy materials we are sending them a noticeNotice of Internet Availability of Proxy Materials ("Notice") with instructions for accessing the materials and voting via the Internet. This Proxy Statement and our 20142017 Annual Report to Stockholders are available free of charge at www.envisionreports.com/spok.www.virtualshareholdermeeting.com/SPOK2018 or on our website, www.spok.com.
PROXY VOTING:We cordially invite you or your legal representative to participate in the Annual Meeting, either by attending and voting in persononline or by voting through other acceptable means. Your participation is important regardless of the number of shares you own. You may vote by telephone, through the Internet or by mailing your completed proxy card.


Stockholders of record and beneficial owners will be able to vote their shares electronically at the Annual Meeting. For specific instructions on how to vote your shares, please refer to the section entitled Questions and Answers About the 2018 Annual Meeting and Voting starting on page 5 of the proxy statement.
ADMISSION TO THE ANNUAL MEETING:

You are entitled to attend the virtual Annual Meeting if you were a stockholder of record as of the close of business on June 3, 2015,May 25, 2018, the record date, or you hold a valid proxy for the Annual Meeting. In addition, if you are notThe documents received will contain a stockholder of record but hold shares through a broker, bank trustee or nominee (i.e. in street name), you will16 digit number that must be requiredused to provide proof of beneficial ownership as ofgain access into the record date. Proof of beneficial ownership can take the form of your most recent account statement prior to the Record Date, a copy of the voting instruction card provided by your broker, bank, trustee or nominee, a copy of the Notice of Internet Availability of Proxy Materials if one was mailed to you or similar evidence of ownership.
Annual Meeting.



By Order of the Board of Directors,
 
 
/s/Sharon Woods Keisling
Sharon Woods Keisling
Corporate Secretary and Treasurer
April 30, 2015June 8, 2018
Springfield, Virginia




 PROXY STATEMENT TABLE OF CONTENTS
 
   
 
Proxy Statement Summary
1

 
Questions and Answers About the 2015 Annual Meeting and Voting
5

 
Board of Directors and Governance Matters
10

 
Board Responsibility, Composition and Meetings
10

 
Board Leadership Structure
10

 
Governance Guidelines, Policies and Codes
10
11
 
Board’s Risk Oversight Role
11

 
Committees of the Board of Directors
11

 
Directors
13
12
 
Process for Nominating Directors
13

 
Director Qualifications and Board Diversity
13

 
Director Independence Determinations
14

 
Compensation of Directors
14
15
 
Stock Ownership Guidelines for Non-Executive Directors and Prohibitions on
 
 
Pledging and Hedging
15
16
 
Board Tenure
16

 
Annual Performance Evaluation
16

 
Stockholders' Communications
16

   
 
Audit Committee Matters
17

 
Audit Committee Report for the Year Ended December 31, 2014
17

 
Independent Registered Public Accounting Firm Fees
18

 
Pre-Approval Policies and Procedures
18

   
 
Compensation Committee Matters
19

 
Introduction
19

 
Compensation Committee Interlocks and Insider Participation
19

 
Compensation Committee Procedures
19

 
Compensation Committee Report for the Year Ended December 31, 2014
21
20
   
 
Executive Compensation
22
21
 
Executive Officers
22
21
 
Compensation Discussion and Analysis – Table of Contents
24
23
 
Compensation Discussion and Analysis
25
24
 
Introduction
25
24
 
Executive Summary
25
24
 
Stockholder Outreach
30

 
Executive Compensation Design
31
30
 2014
2017 Executive Compensation Program Decisions
35
33
 
Other Considerations
42
40
   

i





  
Compensation Tables
44
42
Background
42
Summary Compensation Table for 20142017
44
42
All Other Compensation Table for 20142017
45
43
Grants of Plan Based Awards During 20142017
45
43
Outstanding Equity Awards at December 31, 20142017
46
44
Stock Awards Vested in 2017
45
Payments upon Termination or Termination Due to Change in Control
46
45
Employment Agreement and Termination Arrangements – CEO
46

Employment Agreement and Termination Arrangements - President50
Termination Arrangements – NEOs (Excluding CEO and President)CEO)
53
49
Change in Control Arrangements – NEOs (Excluding the CEO and President)CEO)
54
50
Compensation
Severance Recovery Policy
56
52
  
Proposals Requiring Your Vote
57
53
Proposal 1 – Election of Directors
57
53
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
60
57
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation (Say-On-Pay)
61
58
  
Security Ownership of Certain Beneficial Owners and Management
62
59
Directors, Officers and Certain Other Beneficial Owners
62
59
Section 16(a) Beneficial Ownership Reporting Compliance
63
60
  
Related Party Transactions and Code of Conduct
64
61
Transactions with Related Parties
64
61
Review, Approval or Ratification of Transactions with Related Parties
64
61
Code of Business Conduct and Ethics
64
61
  
Stockholder Proposals and Company Documents
65
62
  
Other Matters
66
63

ii






PROXY STATEMENT SUMMARY
This summary highlights information about Spok Holdings, Inc. (the “Company,” “Spok,” “we,” “our” or “us”) (formerly USA Mobility, Inc.) and certain information contained elsewhere in this proxy statement (“Proxy Statement”) for our 20152018 Annual Meeting of Stockholders (the “2015 Annual“Annual Meeting”). This summary does not contain all of the information that you should consider in voting your shares and you should carefully read the entire Proxy Statement. Spok, Inc. is our operating subsidiary and is an indirect wholly owned subsidiary of Spok.
VOTING MATTERS AND BOARD OF DIRECTOR RECOMMENDATIONS
Proposal
1. Election of Seven Directors
2. Ratification of the Selection of Independent
        Registered Public Accounting Firm

3. Advisory Vote to Approve the Compensation
        of the Company’s Named Executive Officers
Board Vote Recommendations
FOR Each Nominee

FOR


FOR
Page Reference
57

1. Election of Eight DirectorsFOR Each Nominee
6053
2. Ratification of the Appointment of Independent Registered Public Accounting FirmFOR

57
3. Advisory Vote to Approve Named Executive Officer Compensation for 2017 (“Say-on-Pay”)FOR

6158
BOARD OF DIRECTORS NOMINEES
You are being asked to vote on the following seveneight nominees for director. Each director is elected annually by a pluralitymajority of the vote properlyvotes cast. Further information about each directornominee can be found starting on page 58.52.
Name
N. Blair Butterfield


Nicholas A. Gallopo

Vincent D. Kelly


Brian O’Reilly

Matthew Oristano


Samme L. Thompson


Royce Yudkoff
Age
58


82

55


55

58


69



59
Director Since
2013


2004

2004


2004

2004


2004



2004



Principal Occupation
Retired President, Vital Health Software, North America
Retired Partner,
Arthur Anderson LLP
President and Chief
Executive Officer, Spok
Holdings, Inc.
Retired Managing Director,
Toronto Dominion Bank
Chairman and Chief
Executive Officer, Reaction Biology Corporation
Retired Senior Vice
President, Global Corporate
Strategy and Business
Development, Motorola
Managing Partner, ABRY
Partners, LLC


Independent
Yes


Yes

No


Yes

Yes


Yes



Yes
Board Committee*
AC


AC




CC, NC

AC, NC


AC, CC



CC, NC


NameAgeDirector SincePrincipal OccupationIndependentBoard Committee*
N. Blair Butterfield612013Chairman, Wind River Advisory Group LLCYesAC
Stacia A. Hylton582015Principal of LS AdvisoryYesAC
Vincent D. Kelly582004President and Chief Executive Officer, Spok Holdings, Inc.No 
Brian O’Reilly582004Retired Managing Director, Toronto Dominion BankYesCC Chair, NC
Matthew Oristano622004Chairman and Chief Executive Officer, Reaction Biology CorporationYesAC Chair
Samme L. Thompson722004Owner and President Telit Associates, Inc.YesCC, NC Chair
Royce Yudkoff622004Co-Founder, ABRY Partners, LLCYesCC, NC
Todd Stein40**Co-Investment Manager of Braeside Investments, LLCYes**
*AC – Audit Committee; NC – Nominating and Governance Committee; CC – Compensation Committee
** Mr. Stein has been nominated for election to the Board of Directors pursuant to a Nomination, Support and Standstill Agreement, dated April 11, 2018, between the Company and Braeside Investments, LLC, a long-term holder of the Company’s common stock. Please refer to “Directors - Nomination, Support and Standstill Agreement” below for additional information.


1



CORPORATE GOVERANCEGOVERNANCE HIGHLIGHTS
- Annual election of directors by majority of votes cast (in uncontested elections)
- No shareholderstockholder rights plan or "poison" pill
- 67 of our 7 directors8 nominees for director are independent
- Chair of the Board of Directors is an independent
director
- All Board committees consist solely of independent
directors
- 100%
-After the Annual Meeting, will have added 3 new directors to the Board and Committee attendance in
2014since 2013
- Stock ownership guidelines for directors and executive
officers
- Policies prohibiting hedging and pledging of our stock
- Compensation "clawback" policy
- Comprehensive Code of Business Conduct and Ethics
guidelines
- Strong pay-for-performance philosophy
- Regular executive sessions of independent directors
STOCKHOLDER ENGAGEMENT
We value our stockholders input and interact with our stockholders in a variety of ways. In 2014, we contacted2017 our top 25 stockholders representing approximately 67%stockholder engagement included 1) conducting quarterly reviews of our outstanding shares to solicit feedbackfinancial and explainoperating results, 2) meeting individually with investors and other interested parties who requested meetings with management, 3) speaking with our strategylargest stockholders throughout the year and 4) holding an investor meeting at our Eden Prairie, Minnesota office on corporate governanceOctober 25, 2017 for all stockholders with our Board of Directors and executive compensation. Certain of these stockholders declinedManagement. We welcome the opportunity to meet with management, however, we did meet with stockholders representing approximately 37% of our shares outstanding. We also sponsored an investor day in November 2014 in New York City and quarterly meet with investors to review our quarterly operating and financial results.stockholders. Our Investor Relations professional is the contact point for stockholder interaction with the Company. InvestorsStockholders can reach us at (800) 611-8488 or via email at Bob.Lougee@spok.com.

2Al.Galgano@spok.com.


20142017 BUSINESS HIGHLIGHTS
Corporate Summary
With the acquisition of theour software operations in 2011 the Company has begun a long-term transition from a declining narrow-band wireless centriccommunications service provider to become the leading developer of software solutions for healthcare communications, alerting and work flow efficiency for our most important customer base to a growing software centric critical communications customer base.in healthcare providers. This means that until our software revenue growth exceeds the decline in our wireless revenue, total consolidated revenue will decline. This also means that operating cash flow (a non-GAAP financial measure)
In 2016 we undertook our Development Milestone plan which marked a shift in our strategic direction for healthcare, our largest customer segment. Development Milestone was initially created as a five year plan which signaled an intentional move from offering our customers “point” solutions, or single product solutions, for call center software, alarm management and secure messaging to offering customers a single enterprise integrated platform called Spok Care Connect®. Becoming the leader in healthcare communication and collaboration requires us to continue development of our integrated platform and invest in the key areas of customer need including: 1) mobility, 2) integrated platform, 3) nursing solutions and 4) alerting. We will also decline year over year untilcontinue to increase our spending on product development and strategy in 2018 and beyond to develop these solutions and compete in the Company successfully transitions to growth. Both consolidated revenue and operating cash flow, along with software bookings, have been identified by the Compensation Committee as key drivers of stockholder value during this transition.changing marketplace.


2


In our 2013 Annual Report on Form 10-K, for the year ended December 31, 2016 filed with the U.S. Securities and Exchange Commission ("SEC"), we outlined the following operating objectives and priorities for 20142017 as part of our transition from our wireless centric business model to a growth oriented criticalhealthcare communications model. Our 20142017 achievement of those operating objectives and priorities areis summarized below:
20142017 Operating Objectives and Priorities20142017 Achievement
1)Grow    Growth of our software revenue and bookings.
Annual software revenue remained flat compared to 2016, but software operations bookings grew to 115.8% of 2016 software operations bookings.
2)Retain    Retention of our wireless subscribers and revenue stream.
3)Return capital to our stockholders.
4)Seek long-term revenue growth through business diversification.
1)Annual software revenue grew 12.5% over 2013. Software operation bookings grew 28.5% over 2013.
2)Net churn for wireless subscribers in 20142017 was 8.7%5.6% versus 9.2%5.3% in 2013.2016. Wireless revenue declined 11.4%7.7% in 20142017 versus a decline of 11.3%7.9% in 2013.
2016.
3)    Invest in our future solutions.Research and development expenses increased by 38.9% to $18.7 million in 2017.
4)    Return capital to our stockholders.Cash dividends paiddeclared in 20142017 were $10.8$10.3 million and common stock repurchases were $4.3$10.0 million.
4)
5)    Long-term revenue growth through business diversification.We investigated potential acquisition candidates but did not identify any candidates that met our screening criteria to provide stockholder value at a reasonable valuation.
We also announced our plan to return $26 million to stockholders in 2015 through a combination of dividends, common stock repurchases and/or special dividends.
For more information regarding Spok’s 20142017 performance, please see our Annual Report to Stockholders for the year ended December 31, 20142017 (“20142017 Annual Report”).
COMPENSATION PROGRAM HIGHLIGHTS
Annual base salary amounts for named executive officers (“NEOs”)continuing NEOs remained unchanged from 2013.2016.
The 2014
We set rigorous goals for the 2017 short-term incentive plan (“20142017 STIP”) and pay awards based on partial achievement of these goals. We paid 112.5% of2017 STIP awards slightly below the incentive target for each NEO based on achievementdue to the non-achievement of the pre-established performanceone of our strategic milestone goals.
The Company granted Restricted Stock Units (“RSU”) to selected executives in January 2017 under the Long Term Incentive Plan (“LTIP”) conditioned upon time served with the Company and achieving aggregate performance cyclegoals for the 2011 long-term incentive plan (“2011 LTIP”) concluded onthree years ending December 31, 2014 with achievement of the pre-established performance goals. Payment of vested restricted stock units (“RSUs”) was made in shares of Spok’s common stock in March 2015.2019.

3


Stock ownership guidelines were establishedremain in effect for all executive officers, including NEOs (excluding the CEO). Stock ownership guidelines for the CEO were increased in 2014. Stock ownership guidelines forand the independent directors had already been established.directors.
Policies prohibiting pledging and hedging of our stock for all executive officers, including NEOs, were established.remain in effect.
A “clawback” policy for adjustment or recovery of compensation in certain circumstances was established.remains in effect.

3


KEY GOVERANANCEGOVERNANCE ELEMENTS IN OUR EXECUTIVE COMPENSATION PROGRAM
The following is a summary of specific elements of our 2017 executive compensation program designed to align the interests of our stockholders and executivesexecutives.
What We DoWhat We Don't DoALIGNMENT WITH STOCKHOLDERS
√ PayPay-for-PerformanceCorporate Governance
l We provide meaningful at risk elements of compensation for Performance – All short-termexecutives that are performance-based.
l We generally do not enter into individual executive compensation agreements. Only our CEO has an employment contract.
l Equity-based LTIP awards for 2017 are in line with our peer groups and
are 50% performance-based, 50% time-based and 100% aligned with stockholder value.
l We devote significant time to strategic development and linkage of quantifiable results to executive compensation.
l Actual realized total compensation is designed to fluctuate with, and be commensurate with, actual performance.
l We maintain a market-aligned severance policy for executives upon a change in control. No excise tax gross ups are provided to our executives.
l Incentive awards for 2017 were 75% dependent upon our financial performance, and are measured against objective financial and operational metrics that are intended to link either directly or indirectly to the creation of value for our stockholders. 25% of the incentive awards were dependent upon operational activity.
l The Compensation Committee uses an independent compensation consultant when seeking outside recommendations.
l We balance growth and return objectives, top and bottom line objectives, and short- and long-term objectives to reward overall performance that does not over-emphasize a singular focus.
l Our compensation programs do not encourage imprudent risk-taking.
l 50% of our long-term incentives for our NEO compensation is
at risk variable compensation.
√ Measurable Performance Metrics-Variable
Compensation is based on2017 were delivered in the form of performance-based restricted stock units ("RSUs") which vest only if pre-established quantifiable
performance criteria.
√ Stock Ownership Guidelines – All key executives
financial metricsare required to ownachieved over a minimum amount of our
stock.
√ Award Caps – All of our variable compensation
has caps on plan formulas.
√ “Clawback” Provisions – Adjustment or recovery
of compensation is required in certain
circumstances.
multi-year period.
Xl No Excessive Perquisites.We maintain
Xstock ownership guidelinesNo Hedging – All for executive officers including
    NEOs, are prohibitedand non-employee directors. We also prohibit executive officers and directors from engaging in hedging
    activities with Spok stock.
X No Pledging – All executive officers, including
    NEOs, do not pledge their Spokstock.
XNo Tax Gross-Ups.
X  No Issuance of Stock Options – Our long term
    compensation is 100% performance-based in the
any form of performance-vesting restricted stock unitshedging or pledging transactions involving our stock.
    payable in Spok common stock.l We review our pay-for-performance relationship on an annual basis.
l We conduct a stockholder outreach program throughout the year.
l We disclose our corporate performance goals and achievements relative to our STIP goals each year.



4



QUESTIONS AND ANSWERS ABOUT THE 2015 ANNUAL MEETING AND VOTING

1. WHY DID I RECEIVE THESE PROXY MATERIALS?
Our Board of Directors (“Board”) is soliciting your proxy. Your proxy will be voted at the 2015 Annual Meeting on July 29, 201523, 2018 at 9:10:00 a.m. Eastern Time at the Mandarin Oriental, Room: Garden I, 1330 Maryland Avenue SW, Washington, DC 20024 and at any adjournment(s) or postponement(s) of such meeting. All properly executed written proxies and all properly completed proxies submitted by telephone or by the Internet that are delivered pursuant to this solicitation will be voted at the meetingAnnual Meeting in accordance with the directions given in the proxy, unless the proxy is revoked before completion of voting at thesuch meeting.
2. WHAT IS THE RECORD DATE AND WHAT DOES IT MEAN?
The Record Date for the 2015 Annual Meeting is June 3, 2015.May 25, 2018. Only stockholders of record on our transfer books at the close of trading on the NASDAQ National Market System on the Record Date will be entitled to vote atand attend the Annual Meeting. On April 1, 20152018 there were 21,739,41220,012,269 shares of our common stock outstanding. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.
3. WHAT IS THE DIFFERENCE BETWEEN A STOCKHOLDER OF RECORD AND A
STOCKHOLDER WHO HOLDS STOCK IN STREET NAME?
If your shares of stock are registered in your name on the books and records of our transfer agent, you are the stockholder of record. If your shares of stock are held for you in the name of your broker, bank or other nominee, your shares are held in street name. The answer to Question 10 describes brokers’ discretionary voting authority and when your broker, bank or other nominee is permitted to vote your shares of stock without instructions from you.
It is important that you vote your shares if you are a stockholder of record and, if you hold shares in street name, that you provide appropriate voting instructions to your broker, bank or other nominee as discussed in the answer to Question 10.
4. WHAT ARE THE DIFFERENT METHODS THAT I CAN USE TO VOTE MY SHARES OF
COMMON STOCK?
By Telephone or Internet Proxy:Internet: All stockholders of record may vote their shares of common stock by touch-tone telephone using the telephone number on the proxy card (withinor Notice of Internet Availability of Proxy Materials ("Notice")(within the United States, U.S. territories and Canada, there is no charge for the call), or by the Internet, using the procedures and instructions described on the proxy card or Notice and other enclosures. Street name holders may vote by telephone or the Internet if their brokers, banks or other nominees make those methods available. If that is the case, each broker, bank or other nominee will enclose instructions along with the Proxy Statement.Notice or proxy materials received from the Company. The telephone and Internet voting procedures, including the use of control numbers, are designed to authenticate stockholders’ identities, to allow stockholders to vote their Sharesshares and to confirm that their instructions have been properly recorded.

5


In Writing: All stockholders also may vote by mailing their completed and signed proxy card (in the case of stockholders of record) or their completed and signed voting instruction form (in the case of street name holders).
In person:Annual Meeting: All stockholdersThis year, the Annual Meeting will be held entirely online to allow greater participation. Stockholders may participate in the Annual Meeting by visiting the following website:
www.virtualshareholdermeeting.com/SPOK2018
To participate in the Annual Meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials.
Shares held in your name as the stockholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record also may be voted on electronically during the Annual Meeting.
Even if you plan to participate in the online Annual Meeting, we recommend that you also vote by proxy as described above so that your vote will be counted if you later decide not to participate in person at the meeting. Street name holders must obtain a legal proxy from their broker, bank or other nominee and bring the legal proxy to the meeting in order to vote in person at the meeting.Annual Meeting.

5


5. WHAT ITEMS WILL BE VOTED ON AT THE 2015 ANNUAL MEETING?
Proposal
Proposal 1 –
Election of Directors (pages 57-60)




52-55)













Voting Choices, Board Recommendation and Voting Requirement
Voting Choices
· Vote for a nominee;one or more nominees;
· Vote against a nominee.one or more nominees; or
· Abstain from voting.

Board Recommendation
The Board recommends a vote “FOR” each of the nominees named in the Proxy Statement.

Voting Requirement
Directors will be elected by pluralitya majority of the votes cast, present in person or by proxy with each share being entitled to one vote ofcast. Thus, a director will be elected if the votes cast.cast "FOR" the director exceed the votes cast "AGAINST" the director.

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

Proposal 2 –
Ratification of the SelectionAppointment of Independent Registered Public Accounting Firm (pages 60-61)(page 56)




Voting Choices
· Vote for the ratification;
· Vote against the ratification; or
· Abstain from voting.

Board Recommendation
The Board recommends a vote “FOR” this proposal.

Voting Requirement
The selectionratification of the appointment of the independent registered public accounting firm requires a majority of the votes cast. Thus, the selection will be ratified if the votes cast “FOR” exceed the votes cast “AGAINST.”


6


Proposal 3 –
Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers (page 61)Officer Compensation
("Say-on-Pay")
(page 57)


Voting Choices
· Vote for the approval of the compensation of the Company’s named
    executive officers;
· Vote against the approval of the compensation of the Company’s
    named executive officers; or
· Abstain from voting.

Board Recommendation
The Board recommends a vote “FOR” this proposal.

Voting Requirement
The advisory approval of the compensation of the Company's named executive officers requires a majority of the votes cast. Thus, the compensation of the Company’s named executive officers will be approved on an advisory basis if the votes cast “FOR” exceed the votes cast “AGAINST”.
This vote is not binding upon the Company, the Board or the Compensation Committee. Nevertheless, the Compensation Committee values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for the Company’s named executive officers.


6


6. ARE VOTES CONFIDENTIAL?
We will continue our long-standing practice of holding the votes of each stockholder in confidence from directors, officers and employees, except: (a) as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company; (b) in the case of a contested proxy solicitation; (c) if a stockholder makes a written comment on the proxy card or otherwise communicates his or her vote to the Company; or (d) to allow the independent inspectors of election to certify the results of the vote.
7. WHO COUNTS THE VOTES?
We will continue, as we have for many years, to retain an independent tabulator to receive and tabulate the Proxiesproxies and independent inspectors of election to certify the results. This year the tabulator will be Broadridge Financial Services.
8. WHAT IF A STOCKHOLDER DOES NOT SPECIFY A CHOICE FOR A MATTER WHEN
RETURNING A PROXY?
Stockholders should specify their voting choice for each matter on the accompanying proxy. If no specific choice is made for one or more matters, proxies that are signed and returned will be voted “FOR” the election of each of the nominees for director,director; “FOR” the proposal to ratifyratification of the selectionappointment of Grant Thornton LLP (“Grant Thornton”), as our independent registered public accounting firm for the year ending December 31, 20152018; and “FOR” the advisory vote to approve the compensation of the Company’s named executive officers.officers (“Say-on-Pay”).
9. WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
It means that you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares.

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We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Computershare Trust Company, N.A. Computershare’s address is P.O. Box 43078, Providence, Rhode Island 02940-3078. You can reach Computershare at 1-800-442-0077 (from within the United States or Canada) or 1-781-575-3572 (from outside the United States or Canada).
10. WILL MY SHARES BE VOTED IF I DO NOT PROVIDE MY PROXY?
Stockholders of Record: If you are a stockholder of record (see Question 3), your shares will not be voted if you do not provide your proxy unless you vote online during the Annual Meeting. We therefore encourage you, regardless of whether you plan to participate in personthe Annual Meeting, to sign and return your proxy card, or use telephone or Internet voting prior to such meeting, so that your shares of common stock will be represented and voted at the meeting. It is, therefore, important that you vote your shares.Annual Meeting.
Street Name Holders: If your shares are held in street name (see Question 3) and you do not provide your signed and dated voting instruction form to your bank, broker or other nominee, your shares may be voted by your broker, bank or other nominee, but only under certain circumstances. Specifically, under the NASDAQ National Market (“NASDAQ”) rules, shares held in the name of your broker, bank or other nominee may be voted by your broker, bank or other nominee on certain “routine” matters if you do not provide voting instructions. Only the ratification of the selectionappointment of Grant Thornton LLP as the Company’s independent registered public accounting firm is considered a “routine” matter for which brokers, banks or other nominees may vote uninstructed shares. The other proposals to be voted on at our meetingthe Annual Meeting (specifically, the election of director nominees and the advisory vote to approve the compensation of the Company’s named executive officers)officers (“Say-on-Pay”)) are not considered “routine” under the NASDAQ rules, so the broker, bank or other nominee cannot vote your shares on any of these proposals unless you provide to the broker, bank or other nominee voting instructions for each of these matters. If you do not provide voting instructions on a non-routine matter, your shares will not be voted on the matter, which is referred to as a “broker non-vote.”

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11. ARE ABSTENTIONS AND BROKER NON-VOTES COUNTED?
Abstentions and broker non-votes will not be included in votethe totals of votes cast and will not affect the outcome of the vote at the 2015 Annual Meeting. Broker non-votes are described more particularly in Question 10 above.
12. HOW CAN I REVOKE A PROXY?
You can revoke a proxy before the completion of voting at the meetingAnnual Meeting by:
(a)giving written notice to the Corporate Secretary of the Company;
(b)delivering a later-dated proxy; or
(c)voting in person at theonline during such meeting.
Participation in the Annual Meeting will NOT cause your previously granted proxy to be revoked. To revoke you must use one of the methods listed above. For shares you held beneficially in the name of a broker, trustee or other nominee, you may change your vote by submitting new voting instructions to your broker, trustee or nominee, or by participating in the Annual Meeting and voting your shares online during such meeting.
13. WHO WILL PAY THE COST OF THIS PROXY SOLICITATION?
The cost of this solicitation of proxies will be paid by the Company. In addition to the use of mail, some of the officers and regular employees of the Company may solicit proxies by telephone and will request brokerage houses, banks, and other custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of common stock held of record by such persons. The Company will reimburse

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such persons for expenses incurred in forwarding such soliciting material. It is contemplated that additional solicitation of proxies will be made in the same manner under the engagement and direction of GeorgesonBroadridge Investor Communication Solutions, Inc. (a subsidiary of Computershare Limited) at an anticipated cost of $18,000, plus reimbursement of out of pocket expenses. This cost includes support for the virtual Annual Meeting.
14. HOW DOCAN I OBTAIN ADMISSION TOATTEND THE 2015 ANNUAL MEETING?
You are cordially invited to attend theThe Annual Meeting in person.will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You are entitled to attendparticipate in the Annual Meeting only if you wereare a stockholderholder or joint holder of Spok common stock as of the close of business on June 3, 2015May 25, 2018 or you hold a valid proxy for the Annual Meeting. In addition, if you are not a stockholder
You will be able to attend the Annual Meeting of record but holdstockholders online and submit your questions by visiting www.virtualshareholdermeeting.com/SPOK2018. You also will be able to vote your shares through a broker, bank, trustee or nominee (i.e.electronically at the Annual Meeting.
To participate in street name),the Annual Meeting, you will be requiredneed the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials.
The meeting webcast will begin promptly at 10:00 a.m., Eastern Time. We encourage you to provide proof of beneficial ownership as ofaccess the record date. Proof of beneficial ownership can take the form of your most recent account statementmeeting prior to the Record Date, a copy ofstart time. Online check-in will begin at 9:30 a.m. Eastern Time, and you should allow ample time for the voting instruction card provided by your broker, bank, trustee or nominee, a copy of the Notice of Internet Availability of Proxy Materials, if one was mailed to you, or similar evidence of ownership.check-in procedures.
15. MAY STOCKHOLDERS ASK QUESTIONS ATWHY IS THE 2015 ANNUALCOMPANY USING A VIRTUAL MEETING?
Yes. ManagementHosting a virtual meeting will answer stockholders’enable increased stockholder attendance and participation since stockholders can participate from any location around the world while also providing improved communication and cost savings for our stockholders and the Company.
You will be able to attend the Annual Meeting of stockholders online and submit your questions of general interestby visiting www.virtualshareholdermeeting.com/SPOK2018. You also will be able to vote your shares electronically at the Annual Meeting.

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16. WHAT IF DURING THE CHECK-IN TIME OR DURING THE ANNUAL MEETING I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING WEBSITE?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the question and answer period of the meeting. In order to provide an opportunity for everyone who wishes to ask a question, each stockholder will be limited to two minutes. Stockholders may be asked to hold a second question until all others have first had their turn and ifcheck-in or meeting time, allows.please call:
16.1 (855) 449-0991 (Toll Free)
17. HOW MANY VOTES MUST BE PRESENT TO HOLD THE 2015 ANNUAL MEETING?
Your shares are counted as present at the meeting if you attend the meeting and vote in persononline or if you properly return a proxy by Internet, telephone or mail. In order for us to conduct our meeting, a majority of our outstandingthe shares of common stock issued and outstanding and entitled to vote must be present in persononline or by proxy at the meeting. This is referred to as a quorum. Abstentions and shares of record held by a broker, bank or other nominee (‘broker shares”) that are voted on any matter are included in determining the number of shares present. Broker shares that are not voted on any matter will not be included in determining whether a quorum is present.
18. WHAT IF A QUORUM IS NOT PRESENT AT THE MEETING?
If a quorum is not present at the scheduled time of the Annual Meeting, then either the chairman of the Annual Meeting or the stockholders by vote of the holders of a majority of the stock present in person or represented by proxy at the Annual Meeting are authorized by our Bylaws to adjourn the Annual Meeting until a quorum is present or represented.
19. WHAT HAPPENS IF ADDITIONAL MATTERS ARE PRESENTED AT THE ANNUAL MEETING?
Other than the three items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Vincent D. Kelly and Michael W. Wallace, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any reason any of the nominees named in this Proxy Statement is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.
20. WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?
We intend to announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days of the Annual Meeting or in our Quarterly Report on Form 10-Q if filed within four business days of the Annual Meeting.

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BOARD OF DIRECTORS AND GOVERNANCE MATTERS
BOARD RESPONSIBILITY, COMPOSITION AND MEETINGS
The primary responsibility of the Board of Directors (the “Board”) is to foster the long-term success of the Company.Company and, in turn, to oversee the generation of long-term stockholder value. In fulfilling this role, each director must exercise his or her good faith business judgment of the best interests of the Company. The Board has responsibility for establishing broad corporate policies, setting strategic direction and overseeing management, which is responsible for the day-to-day operations of the Company.
Our Board consists of eight seven directors.directors and will increase to eight directors if Mr. Stein is elected at the Annual Meeting. Directors are elected annually at each annual meeting to serve until the next annual meeting and until their successors are duly elected and qualified, subject to their earlier death, resignation or removal. Each of the nominees, with the exception of Mr. Stein, currently serves as a director and was elected by the stockholders at the 20142017 Annual Meeting.Meeting of Stockholders. Biographical information and qualifications of the nominees for director are included under “Proposal 1 – Election of Directors” on page 57.52.
The Board holds regular meetings each quarter and special meetings are held when necessary. The Board’s organizational meeting follows the annual meeting of stockholders. Each year, one of the Board meetings is devoted primarily to reviewing the Company’s long-range plan. The Board held five6 meetings in 2014.2017. The Board meets in executive session at every Board meeting. Directors are expected to attend the Board meetings, the annual meeting of stockholders and meetings of committees of the Board on which they serve, with the understanding that, on occasion, a director may be unable to attend a meeting. During 2014 all nominees

The following table shows director attendance for director attended 100% of the aggregate number of meetings of the Board and any standing committees of the Board on which they serve. committee meetings in 2017:
 Percentage of Meetings Attended
Directors and Nominees for Director
Board
(6 meetings)
Audit Committee
(4 meetings)
Compensation Committee
(3 meetings)
Nominating and Governance Committee
(2 meetings)

Royce Yudkoff100%N/A100%100%
N. Blair Butterfield100%100%N/AN/A
Stacia A. Hylton100%100%N/AN/A
Vincent D. Kelly100%N/AN/AN/A
Brian O’Reilly100%N/A100%100%
Matthew Oristano100%100%N/AN/A
Samme L. Thompson100%N/A100%100%

All directors attended the 20142017 Annual Meeting.Meeting of Stockholders.
BOARD LEADERSHIP STRUCTURE
The Board has segregated the positions of Chair of the Board and Chief Executive Officer and President (“CEO”) since the Company’s inception in 2004. The position of Chair of the Board has been filled by an independent director. The Board believes that segregation of these positions has allowed the CEO to focus on managing our day-to-day activities within the parameters established by the Board. The position of Chair of the Board provides leadership to the Board in establishing our overall strategic direction consistent with the input of other directors of the Board and management. The Board believes this structure has served the stockholders well by ensuring the development and implementation of our strategies in both the wireless telecommunications and software industries.healthcare communications market.

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

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BOARD’S RISK OVERSIGHT ROLE
Our primary risks consist of managing our business profitably withinduring the environmentcontinued transition of declining wireless revenues and subscribers and profitably expanding our software revenues and bookings. In general, the Board, as a whole and also at the committee level, oversees our risk management activities. The Board annually reviews management’s long-term strategiclong range plan and the annual budget that results from the strategic planning process. Using that information the Compensation Committee establishes both the short-term and long-term compensation programs along with the performance criteria that apply to all executives of the Company (including the NEOs). These compensation programs are discussed and ratified by the Board. The compensation programs are designed to focus management on the performance metrics that we expect will drive profitability in our business.business and long-term stockholder value. See “Compensation Discussion and Analysis –- Executive Compensation Design –- Compensation Policies and Risk Considerations” for additional information regarding risk management related to the Company’s compensation policies and procedures. The Board receives periodic updates from management on the status of our business and performance (including updates outside of the normal Board meetings). Finally, as noted below, the Board is assisted by the Audit Committee in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and financial reporting practices. Thus, in performing its risk oversight, the Board establishes the performance metrics, monitors on a timely basis the achievement of those performance metrics, and oversees the mechanisms that report those performance metrics.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has established various separately-designated standing committees to assist it with performance of its responsibilities. The Board designates the members of these committees and the committee chairs annually at its organizational meeting, which typically follows the annual meeting of stockholders, based on the recommendations of the Nominating and Governance Committee. The Chair of each committee works with Company management to develop the agenda for that committee and determine the frequency and length of committee meetings. After each meeting, each committee provides a full report to the Board.
The Board has adopted written charters for each of these committees. These charters are available on the Company’s website at http://www.spok.com/our_company/investor_relations/.meet-spok/investor-relations. The following table summarizes the primary responsibilities of the committees:


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Committee
Audit









Compensation








Nominating and
Governance






Primary Responsibilities
The Audit Committee assists the Board in its oversight of the integrity of the Company’s financial statements and financial reporting processes and systems of internal control; the qualifications, independence and performance of the Company’s independent registered public accounting firm, the internal auditors and the internal audit function and the Company’s compliance with legal and regulatory requirements. The Audit Committee also prepares the Audit Committee Report that the rules of the SEC require the Company to include in its proxy statement. See pages 16 and 17 to 18 for further matters related to the Audit Committee, including its report for the year ended December 31, 2014.2017.

The Compensation Committee determines, reviews and approves the compensation of the NEOs, including salary, annual short-term incentive awards and long-term incentive awards. The Compensation Committee reviews director compensation and recommends changes in compensation to the Board. In addition, the Compensation Committee evaluates the design and effectiveness of the Company’s incentive programs. See pages 18 and 19 to 21 for further matters related to the Compensation Committee, including a discussion of its procedures and its report on the Compensation Discussion and Analysis appearing on pages 2522 through 43.51.

The Nominating and Governance Committee identifies individuals qualified to become Board members consistent with the criteria established by the Board, which are described in the Company’s Corporate Governance Guidelines, and recommends a slate of nominees for election at each annual meeting of stockholders; makes recommendations to the Board concerning the appropriate size, function, needs and composition of the Board and its committees; advises the Board on corporate governance matters, including the development of recommendations to the Board on the Company’s corporate governance principles;Corporate Governance Guidelines; and oversees the self-evaluation process of the Board and its committees.
The following table sets forth the current members of each committee and the number of meetings held during 2014:2017:
Name

N. Blair Butterfield*
Nicholas A. Gallopo*
Vincent D. Kelly
Brian O’Reilly*
Matthew Oristano*
Samme L. Thompson*
Royce Yudkoff*(4)
Audit(1)

√
Chair


√
√

Compensation(2)




Chair

√
√
Nominating and Governance(3)




√
Chair

√
2014 Meetings432
Name
Audit(1)
Compensation(2)
Nominating and Governance(3)
N. Blair Butterfield*√  
Stacia A. Hylton*√  
Vincent D. Kelly   
Brian O’Reilly* Chair√
Matthew Oristano*Chair  
Samme L. Thompson* √Chair
Royce Yudkoff*(4)
 √√
2017 Meetings432
* Independent Director

(1)The Audit Committee consists entirely of non-management directors all of whom the Board has determined are independent within the meaning of the listing standards of the NASDAQ and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that all members of the Audit Committee are financially literate and that Matthew Oristano is an “audit committee financial expert” within the meaning set forth in the regulations of the SEC.

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10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that all members of the Audit Committee are financially literate and that Nicholas A. Gallopo and Matthew Oristano are “audit committee financial experts” within the meaning set forth in the regulations of the SEC.
(2)The Compensation Committee consists entirely of non-management directors all of whom the Board has determined are independent within the meaning of the listing standards of NASDAQ, are non-employee directors for the purposes of Rule 16b-3 of the Exchange Act; and satisfy the requirements of Internal Revenue Code Section 162(m) for outside directors.
(3)The Nominating and Governance Committee consists entirely of non-management directors all of whom the Board has determined are independent within the meaning of the listing standards of NASDAQ.
(4)Chair of the Board of Directors.


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DIRECTORS
Process for Nominating Directors
The Nominating and Governance Committee is responsible for identifying and evaluating nominees for director and for recommending to the Board a slate of nominees for election at the annual meeting.
In identifying potential candidates for Board membership, the Nominating and Governance Committee relies on suggestions and recommendations from directors, management, stockholders and others, including from time to time executive search and board advisory firms. The Nominating and Governance Committee has the sole authority to retain, compensate and terminate any search firm or firms to be used in connection with the identification and assessment of director candidates.
The Nominating and Governance Committee considers proposed nominees whose names are submitted to it by stockholders; however, it does not have a formal process for that consideration. We have not adopted a formal process because we believe that an informal consideration process has served stockholders well. The Nominating and Governance Committee intends to review periodically whether a more formal policy should be adopted. If a stockholder wishes to suggest a proposed name for the Nominating and Governance Committee’s consideration, the name of that nominee and related personal information should be forwarded to the Nominating and Governance Committee, in care of our Secretary, at least six months before the next Annual Meeting of Stockholders to ensure time for meaningful consideration by the Nominating and Governance Committee. The policy for nominating directors is the same regardless if the nominees are submitted to the Nominating and Governance Committee by stockholders or if the nominees are recommended by the Company or the Board. The Company’s Bylaws set forth the procedures that a stockholder must follow to nominate directors. (see(See “Stockholder Proposals and Company Documents” on page 65.61.)
The current composition of our Board of Directors is discussed under “Board Responsibility, Composition and Meetings” on page 10. Biographical information and qualifications of the nominees for director are included under “Proposal 1-Election of Directors” on page 57.52.
Director Qualifications and Board Diversity
The Nominating and Governance Committee considers Board candidates based upon various criteria, such as skills, knowledge, perspective, broad business judgment and leadership, relevant specific industry or regulatory affairs knowledge, business creativity and vision, experience and any other factors appropriate in the context of an assessment of the Nominating and Governance Committee’s understanding of the needs of the Board at that time. In addition, the Nominating and Governance Committee considers whether

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the individual satisfies criteria for independence, as may be required by applicable regulations, and personal integrity and judgment. Accordingly, the Board seeks to attract and retain highly-qualified directors who have sufficient time to attend to their substantial duties and responsibilities to our Company.
The Nominating and Governance Committee is focused on diversity, and as part of its review of Board candidates, the Nominating and Governance Committee considers diversity in the context of age, business experience, knowledge and perspective from other fields or industries such as investment banking, manufacturing, professional services, government services or consulting among others. This consideration is included as part of the overall decision on the candidates for the Board.
Under “Proposal 1 – Election of Directors,” we provide our overview of each nominee’s principal occupation, business experience and other directorships, together with the key attributes, experience and skills considered by the Nominating and Governance Committee and the Board as relevant to achieving the Company’s strategic direction and overseeing its operations.
Nomination, Support and Standstill Agreement
On April 11, 2018, we entered into a Nomination, Support and Standstill Agreement (the “Nomination Agreement”) with Braeside Investments, LLC (“Braeside”), a long-term holder of the Company’s common stock. The Nomination Agreement requires that the Board nominate Todd Stein, Co-Investment Manager of Braeside, for election to the Board at the Annual Meeting and the 2019 Annual Meeting of Stockholders, and that the Board recommend and support his election at both meetings in the same manner as all other Board nominees.
From April 11, 2018 until thirty days prior to expiration of the advance-notice period for the submission by stockholders of director nominations for consideration at the Company’s 2020 Annual Meeting of Stockholders (the “Support Period”), Braeside agrees that its beneficial ownership of the Company’s common stock will not exceed 19.99% of the issued and outstanding shares of the Company’s common stock, subject to certain exceptions, and that it will vote in favor of certain

13


routine matters at any meeting of stockholders, including the election of the Board’s nominees for director. During the Support Period, Braeside also agrees to refrain from taking certain actions, including, but not limited to: (i) soliciting, or participating in any solicitation of proxies with respect to any shares of the Company’s common stock or becoming a participant in any election contest relating to the election of directors to the Board; (ii) proposing or otherwise soliciting for the approval of a stockholder proposal or attempting to call a special meeting of the Company’s stockholders; (iii) seeking or soliciting support for any written consent of the Company’s stockholders; (iv) encouraging, advising or influencing any other person with respect to the giving or withholding of any proxy vote at the Annual Meeting or the 2019 Annual Meeting of Stockholders; and (v) otherwise acting in concert with any person or entity to seek to control or direct the management, Board (or any individual members thereof), stockholders or policies of the Company.
Braeside has agreed to maintain beneficial ownership of at least 4.75% of the issued and outstanding shares of the Company’s common stock during the Support Period or Mr. Stein will offer his resignation which the Board may accept in its sole discretion. As of April 11, 2018, Braeside beneficially owned approximately 5.1% of the issued and outstanding shares of the Company’s common stock.
The Board believes that Mr. Stein will be a valuable addition to the Board and will provide a unique perspective as the representative of a long-term stockholder of the Company. Mr. Stein will be the third new director added to the Board since 2013.

Director Independence Determinations
The NASDAQ corporate governance rules require that a majority of the Board be independent. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with the Company. In assessing the independence of its members, the Board examined the commercial, industrial, banking, consulting, legal, accounting, charitable and familiar relationships of each member. The Board’s inquiry extended to both direct and indirect relationships with our Company. Based upon both detailed written submissions by members of the Board and discussions regarding the facts and circumstances pertaining to each member, considered in the context of applicable NASDAQ corporate governance rules, the Board has determined for the year ended December 31, 20142017 that all directors were independent, with the exception of Mr. Kelly, our CEO. The Board also reviewed the independence of Mr. Stein, including his relationship with Braeside, and determined that he was independent.

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Compensation of Directors
With respect to non-executive directors, theThe Company’s philosophy is to provide competitive compensation necessary to attract and retain high-quality non-executive directors. The Board believes that a significant portion of compensation should consist of equity-based compensationbe equity based to assist in aligningalign directors’ interests with the interests of stockholders. Directors who are full-time employees of the Company (currently, only Mr. Kelly) receive no additional compensation for service as a director.
The Compensation Committee periodically reviews the competitiveness of director compensation, considers the appropriateness of the form and amount of director compensation and makes recommendations to the Board concerning such compensation with a view toward attracting and retaining qualified directors. There were no changes made to director compensation in 2014.2017.
For periods of service beginning in July 1, 2013 and quarterly thereafterOur current director compensation program provides that each non-executive director will receive an award of restricted shares of common stock (“restricted stock”) quarterly based upon the closing price per share of our common stock at the end of each quarter, such that each non-executive director will receive $60,000 per year of restricted stock ($70,000 for the Chair of the Audit Committee). The restricted stock will vest on the earlier of change in control of the Company (as defined in the 2012 Equity Plan) or one year from the date of grant. In addition, the non-executive directors will be entitled to cash compensation of $45,000 per year ($55,000 for the Chair of the Audit Committee), also payable quarterly. These sums are payable upon the election of the non-executive director, in the form of cash, shares of common stock, or any combination thereof.

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The following table presents the cash and equity compensation elements in place during 20142017 for our non-executive directors:
Type of CompensationNon-Executive Director (excluding Chair of Audit Committee)Chair of Audit CommitteeNon-Executive Director (excluding Chair of Audit Committee)Chair of Audit Committee
Annual Cash Fee(1)
$45,000$55,000$45,000$55,000
Annual Restricted Stock Award Value(1)(2)
$60,000$70,000$60,000$70,000

(1) Both the cash fee and restricted stock award value are paid in quarterly installments.
(1)Both the cash fee and restricted stock award value are paid in quarterly installments.
(2)Restricted stock vests one year following the grant date, subject to earlier vesting upon a change in control.
The non-executive directors are reimbursed for any reasonable out-of-pocket Board related expenses incurred. There are no other annual fees paid to these non-executive directors. A director that is employed as an executive for our Company is not separately compensated for service as a director.
We used the fair-value based method of accounting for the equity awards. The restricted stock will vest on the earlier of a change in control or one year from the date of grant and the fair value is amortized as compensation expense over a one-year period. The amounts shown below for restricted stock reflect the grant date fair value of the restricted stock issued quarterly to the non-executive directors based on the price per share of our common stock on the last trading day prior to the quarterly award date. The following table sets forth the compensation earned by the non-executive directors for the year ended December 31, 2014:2017:
Director Compensation Table for 20142017
Director NameFees Earned or Paid in Cash ($)Restricted Stock Awards ($)Total ($)Fees Earned or Paid in Cash ($)
Restricted Stock Awards ($)(2)
Total ($)
Royce Yudkoff (1)
45,00060,000105,00045,00060,000105,000
N. Blair Butterfield (1)
45,00060,000105,00045,00060,000105,000
Nicholas A. Gallopo (2)
55,00070,000125,000
Stacia A. Hylton(1)
45,00060,000105,000
Brian O’Reilly (1)
45,00060,000105,00045,00060,000105,000
Matthew Oristano (1)
45,00060,000105,00055,00070,000125,000
Samme L. Thompson (1)
45,00060,000105,00045,00060,000105,000
(1)
Included in the column “Restricted Stock Awards” is a total of 4,0033,336 shares of restricted stock awarded to each non-executive director and outstanding asduring 2017. Mr. Oristano, the Chair of December 31, 2014.the Audit Committee had 3,773 shares of restricted stock awarded to him during 2018.
(2)Included inAmounts shown reflect the column “Restricted Stock Awards” is a totalgrant date fair value of 4,669 shares ofthe restricted stock awarded to Mr. Gallopo, the Audit Committee Chair, in 2014 and outstandingawards as of December 31, 2014.determined under FASB ASC Topic 718.

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Stock Ownership Guidelines for Non-Executive Directors and Prohibitions on Pledging and Hedging
The Board believes that stock ownership guidelines further align the interest of directors with those of the Company’s stockholders. The non-executive directors are required to hold shares of common stock and/or restricted stock equal to three times their annual cash compensation ($135,000 for each non-executive director and $165,000 for the Chair of the Audit Committee) as measured on June 30th of each year. All non-executive directors will have a three year grace period to reach the ownership threshold. All non-executive directors have met the stock ownership guidelines as of June 30, 2015, except for Mr. Butterfield who has through June 30, 2016 to meet the stock ownership requirement.April 1, 2018.

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The Company’s non-executive directors are not permitted to engage in hedging activities with respect to our stock and are not permitted to pledge their shares of our stock.
Board Tenure
The Nominating and Governance Committee, as part of its evaluation of nominees to the Board, reviewed the tenure of each nominee. Each nominee to the Board, except for Mr. Butterfield, Ms. Hylton, and Mr. Stein, has been a director since 2004. The Nominating and Governance Committee considered the Company’s ongoing long-term transition from a wireless centric customer base to a growing software centric criticalhealthcare communications customer base as a critical strategic and operational element for the Company’s future. Each nominee, except for Mr. Butterfield, Ms. Hylton, and Mr. Stein, has been involved in oversight of the Company’s strategic and operational priorities since 2004 and understands how the Company’s strategies and operations have evolved to support the Company’s continued long-term transition. The Nominating and Governance Committee believes that this historical understanding is critical and allows the nominees to judge the Company’s priorities and operational plans during the transition in a manner that would best impact long-term stockholder value. Based on this evaluation, the Nominating and Governance Committee believes that all nominees, including Mr. Butterfield and Ms. Hylton should continue as directors on the Board.Board and that Mr. Stein should begin serving as a new director in 2018. As the Company continues through its transition, the Nominating and Governance Committee will review each Director to ensure appropriate Board composition.
Annual Performance Evaluation
The Chair of the Nominating and Governance Committee oversees an annual Board evaluation process. The process consists of individual interviews using a five point grading mechanism on 59 different items of evaluation that coverand detailed assessments, addressing such topics as Board independence,composition, and independence; the oversight of Company strategy,strategy; individual director engagement and performance,performance; the quality of Board information and communication, andcommunication; director skills, expertise and education,education; as well as committee performance. Eachthe performance and composition of individual Board committees.  Additionally, each director is also given a chanceasked to comment individually and confidentially regardingon the Board’s function. On any points whereoverall effectiveness, including the identification of areas of improvement. Based on the results of this detailed evaluation, determinesplus additional input received throughout the year, appropriate steps are taken to ensure that the Board is performing at a less than excellent level, recommendations are made and executed for remediation of such condition.adhering to best-in-class governance standards.
Stockholders’ Communications
We have not developed a formal process by which stockholders may communicate directly to the Board. We believe that an informal process, in which stockholder communications (or summaries thereof)directed to the Board are received by the Secretary forand the Board’s attention andcommunications (or summaries thereof) are provided to the Board, has served the Board’s and the stockholders’ needs. All communications received are immediately communicated electronically to the Board or Committee Chairman, where appropriate. Responses, if appropriate, to these communications may come from the Secretary or a Board member. Until other procedures are developed, any communications to the Board should be addressed to the Board and sent in care of our Secretary at the following address: Spok Holdings, Inc., c/o Secretary, 6850 Versar Center, Suite 420, Springfield, Virginia 22151-4148.


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AUDIT COMMITTEE MATTERS
AUDIT COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2014
To our Stockholders:
In accordance with its written charter adopted by the Board of Directors ("Board"), the Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the Company’s accounting, auditing and financial reporting practices. The Audit Committee oversees the financial reporting process on behalf of the Board.
Management is responsible for the preparation of the Company’s financial statements and financial reporting process, including the system of internal controls. Grant Thornton LLP (the “auditor”) is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States of America and on the effectiveness of the Company’s internal control over financial reporting.
In discharging its oversight responsibility, the Audit Committee reviewed and discussed with management and the auditor the audited financial statements that were included in the Company’s 2014 Annual Report on Form 10-K.10-K for the year ended December 31, 2017.
The Audit Committee discussed with the auditor the matters required to be discussed under applicable Public Company Accounting Oversight Board (“PCAOB”) standards. In addition, the Audit Committee discussed with the auditor the auditor’s independence from the Company and its management and received the written disclosures and letter from the auditor as required by the applicable requirements of the PCAOB regarding the auditor’s communications with the Audit Committee concerning independence.
Based on the foregoing, the Audit Committee recommended to the Board and the Board approved the inclusion of the audited financial statements in the 2014Company's Annual Report on Form 10-K for the year ended December 31, 2017 for filing with the SEC.
Audit Committee:
Nicholas A. Gallopo,Matthew Oristano, Chair
N. Blair Butterfield
Matthew OristanoStacia A. Hylton
Samme L. Thompson
The foregoing report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Exchange Act (together, the “Acts”), except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under the Acts.


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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
The following table summarizes fees billed to us through April 1, 201526, 2018 by Grant Thornton LLP relating to services provided for the periods stated.
Grant Thornton LLPFor the Year Ended December 31,For the Year Ended December 31,
2014
2013
2017
2016
Audit Fees(1)
$1,367,048$1,486,037$1,334,610$1,210,203
Audit-Related Fees(2)
—
40,040
$68,520$21,515
Tax Fees(3)
—
—
—
—
All Other Fees—
—
—
—
Total$1,367,048$1,526,077$1,403,130$1,231,718
(1)
The audit fees (including out-of-pocket expenses) for the years ended December 31, 20142017 and 20132016 were for professional services rendered during the audits of our consolidated financial statements and our internal control over financial reporting, for reviews of our consolidated financial statements included in our quarterly reports on Form 10-Q and for reviews of other filings made by us with the SEC.
(2)Audit-related fees that were paid to our independent registered public accounting firmprimarily related to a reviewservices associated with the implementation of potential billing credits for the four years ending December 31, 2013.
(3)Tax fees consist of tax compliance, tax advice and tax planning services. No tax fees were paid to our independent registered publicnew accounting firm in 2014 or 2013.standards.

PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee has adopted a policy and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy generally provides that we will not engage our independent registered public accounting firm to render audit services unless the service is specifically approved in advance by the Audit Committee or the engagement is entered into pursuant to one of the pre-approval procedures described below.
From time to time, the Audit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next twelve months. Any such pre-approval is detailed as to the particular service or types of services to be provided and is also generally subject to a maximum dollar amount.
The Audit Committee may also delegate to one or more of its members the authority to approve any audit or non-audit services to be provided by the independent registered public accounting firm. Any approval of services by a member of the Audit Committee pursuant to this delegated authority is reported at the next Audit Committee meeting.
All audit and audit-related fees in 20142017 and 20132016 were approved by the Audit Committee pursuant to our pre-approval policy.


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COMPENSATION COMMITTEE MATTERS
INTRODUCTION
The Compensation Committee consists entirely of non-management directors all of whom are independent directors as the term is defined in the NASDAQ rules. Its responsibilities are described below and set forth in the Compensation Committee Charter that can be viewed online on the Company website at http://www.spok.com/our_company/investor_relations/meet-spok/investor-relations/. The current members of the Compensation Committee are: Brian O’Reilly (Chair), Samme L. Thompson and Royce Yudkoff.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2017, Brian O’Reilly (Chair), Samme L. Thompson and Royce Yudkoff served on the Compensation Committee. None of the members of the Compensation Committee that served during 2017 are or have been an officer or employee of the Company or had any relationship that is required to be disclosed as a transaction with a related person, except for Mr. Thompson whose relationship with American Tower Corporation (“ATC”), a landlord of transmission tower sites used by the Company, is described under “Transactions with Related Parties” on page 64.60. In addition, during 2014,2017, no member of our Board or of our Compensation Committee, and none of our executive officers, served as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of an entity that has one or more executive officers serving as members of our Board or our Compensation Committee.
COMPENSATION COMMITTEE PROCEDURES
Scope of Authority
The responsibilities of the Compensation Committee are set forth in its charter and include, among other duties, the responsibility to:
review and approve the Company’s overall executive compensation philosophy and design;
review and approve corporate goals and objectives relevant to the compensation of our CEO and all executive officers (including the NEOs);
make recommendations to the Board with respect to incentive compensation plans and equity based plans, administer and make awards under such plans and review the cumulative effect of its actions;
monitor compliance by executives with our stock ownership guidelines;
monitor risks related to the design of the Company’s compensation program;
determine the independence and lack of conflicts of interest of its outside compensation consultants;
review and discuss with management our Compensation Discussion and Analysis; and
prepare and approve the Compensation Committee’s Report for inclusion in the annual proxy statement.
In accordance with its charter, the Compensation Committee may delegate its authority to the Chair of the Compensation Committee when it deems appropriate, unless prohibited by law, regulation or NASDAQ listing standards.

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Processes and Procedures for Establishing Executive Compensation
The primary processes and procedures for establishing and overseeing executive compensation include:
Compensation Committee Meetings. The Compensation Committee meets several times each year, withhad three formal meetings in 2014.2017 and conducted other deliberations by email in lieu of formal meetings. The Chair of the Compensation Committee, in consultation with the other members, sets the meeting agendas. The Compensation Committee reports its actions and recommendations to the Board.
Role of Consultants. In response toBased on the negative advisory Say-On-PaySay-on-Pay results in 2014, the Compensation Committee engaged as compensation consultants, Hay Group (“Hay”), to assist the Compensation Committee in evaluating the executive compensation of the NEOs. Hay was engaged to perform an assessment of executive compensation focused on:
The Company’s publicly traded peer group used for pay benchmarking purposes;
Competitiveness of2017 where the executive compensation program relative to(including the Company’s compensation peer group on a target basis;
Pay mix for the NEOs relative to the peer group;
Prevalence of long-term incentive vehicles and practices within the peer group as well as the mix of long-term incentives; and
A review of clawback practices and stock ownership guidelines within the peer group.
A more detailed description of the work performedNEOs) was approved by Hay is included under “Relationship with94.2% of the votes cast (excluding abstentions and broker non-votes) and the lack of change to our executive compensation program, the Compensation Consultants” on page 34.Committee did not engage any compensation consultants for purposes of evaluating the 2017 overall executive compensation program.

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Role of Management
The Company’s management provides input on overall executive compensation program design for the Compensation Committee’s consideration.
Each year, our CEO presents to the Compensation Committee recommendations for the compensation of the Company’s NEOs (other than himself), as well as certain other officers. The Compensation Committee reviews and discusses these recommendations with the CEO and, exercising its discretion, makes the final decision with respect to the compensation of these individuals. The CEO has no role in setting his own compensation.
At the beginning of each year, our CEO presents the Company’s proposed annual performance criteria to the Compensation Committee for the Compensation Committee’s consideration in establishing the short-term and long-term incentive compensationperformance criteria.


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COMPENSATION COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2014
To our Stockholders:
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained on pages 2522 through 4351 of this Proxy Statement with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Compensation Committee:
Brian O’Reilly, Chair
Samme L. Thompson
Royce Yudkoff
The foregoing report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Acts, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Acts.


2120



EXECUTIVE COMPENSATION
EXECUTIVE OFFICERS
Our NEOs and executive officers serve at the pleasure of the Board (only Messrs.Mr. Kelly and Balmforth havehas an employment contracts)contract). Set forth below is biographical information for each of our executive officers who are not also a director as of April 30, 2015.26, 2018. Our CEO, Mr. Kelly, is a director of the Company.
Colin M. Balmforth, age 54 was appointed President of Spok, Inc. in January 2014. Prior to his current position, Mr. Balmforth was President of Amcom Software, Inc., a predecessor to Spok, Inc., from September 2012 to December 2013, and an officer at Lawson Software, Inc. where he held various positions from 2008 through 2011 such as Group Executive Vice President (“EVP”), EVP of General Industries and Senior Vice President (“SVP”) of Global Support and Maintenance. Prior to Lawson Software, Mr. Balmforth held senior leadership roles at PeopleSoft, Inc., Intelliden, Inc. Conexus Partners LLC, and Computervision/PTC Europe. Mr. Balmforth has over 20 years of experience in the software industry. Mr. Balmforth is an NEO.
Danielle L. Brogan, age 40, was appointed Controller and Chief Accounting Officer in September 2014. Ms. Brogan joined Spok with over 18 years of technical accounting experience. Previously, she served as the Vice President, Business Analysis and Support (2010-2014) at Primatics Financial, a software company serving the financial services industry. Prior to Primatics Financial, Ms. Brogan was a Controller at Valhalla Partners (2007-2010), a venture capital firm investing in technology companies. Her prior experience also included management positions as Director and Vice President at both CaptialSource and Allied Capital, respectively (2000-2007). She began her career as an auditor with KPMG LLP in the Washington, DC area. Ms. Brogan has a Bachelor in Science in Accounting and Classical Studies from Skidmore College in Saratoga Springs, New York.
Bonnie K. Culp-Fingerhut (“Ms. Culp”), age 63,66, was appointed EVPExecutive Vice President ("EVP") of Human Resources and Administration (“EVP, HR & Administration”HR”) in October 2007. Ms. Culp was named SVPCulp-Fingerhut has been responsible for strategic human resource planning and human resource policy development at USA Mobility, now operating as Spok, Inc. and its predecessor company, Metrocall, Inc., since 1997. She oversees corporate and international human resource and payroll operations. In addition, Ms. Culp-Fingerhut assumed the role of Executive Vice President of Human Resources and Administration in November 2004October of 2007 and oversees the Ethics Program and related compliance activities. Prior to joining the Company, Ms. Culp-Fingerhut was a consultant with the merger of Arch Wireless, Inc. (“Arch”) and Metrocall Holdings, Inc. (“Metrocall”), predecessor companies to Spok. She was SVP ofHay Group, a global Human Resources management-consulting firm where she provided advice and Administrationservices primarily to organizations undergoing large-scale organizational change. She has expertise in designing and implementing cost-effective human resource systems that align with and support the business strategies of Metrocall from November 1998 until November 2004.the organization. This includes planning and implementing transition, integration and downsizing strategies, and creating reward and performance management systems. Ms. CulpCulp-Fingerhut has more than 25over 30 years of experience in the human resources field with over 15resource management and operations including more than 12 years of experience in the wireless messaging industry.senior management positions. Ms. Culp is an NEO.
Shawn E. Endsley, age 59, was appointed CFO of the Company and a director of Arch, a wholly owned subsidiary of the Company, in September 2011. Before his appointment as CFO, Mr. Endsley had been our Controller and Chief Accounting Officer from May 2005. Metrocall hired Mr. Endsley as Corporate Controller in June 2004. Prior to joining Metrocall, Mr. Endsley had over 20 years of experience in the telecommunications industry with financial or consulting positions at several publicly traded companies. These experiences included employment from 1989 to 1999 at Qwest Communications International Inc. and a predecessor company of LCI International, Inc., both domestic telecommunications providers, as well as employment from 1999 to 2001 at Global Telesystems, Inc. an international provider of communication services. Mr. Endsley provided consulting and forensic accounting support at a large telecommunications company from 2002 to 2004. Prior to his career in the telecommunications industry, Mr. Endsley was employed by Arthur Andersen LLP to provide accounting, auditing and consulting services to utility and communication companies in the United States. Mr. EndsleyCulp-Fingerhut is an NEO.
Hemant Goel, age 52,55, was appointed Chief Operating OfficerPresident of Spok, Inc. in October 2014.June 2015. Mr. Goel hasis a seasoned business executive with over 30 years of global experience and proven success in healthcare information technology.technology and brings a comprehensive set of management, technical, and product development skills to his role as President of Spok, Inc. Mr. Goel held the role of Chief Operating Officer from October 2014 to June 14, 2015. Mr. Goel joined Spok Inc. from Siemens Health Services, (“Siemens”), where he was Vice President, Clinical SolutionSolutions (2008-2014), with worldwide

22


development responsibilities for the company’s sizable Clinical IT solutions business. In this position, he successfully managed the organization’s operations, product portfolio, innovation and strategic growth.growth, resulting in higher revenue, expanded market share, and improved customer retention. Mr. Goel also led a major software acquisition for Siemens.the company. Before Siemens Health, Mr. Goel was Enterprise Vice President and General Manager, Radiology, Cardiology and Enterprise Imaging at Cerner Corporation (2001-2008), where he managed worldwide sales and development of this business unit. Previously, he was Senior Vice President, Business Development, Sales and Marketing at StorCOMM, Inc. (1999-2001), and, prior to that, served in various management positions at IMNET Systems, Inc., First Data Corporation, and Unisys Corporation. Mr. Goel holds a Bachelor of Science degree in Mechanical Engineering from the Indian Institute of Technology in Kanpur, India, and a Master of Business Administration degree from the McColl School of Business at Queens University in Charlotte, North Carolina. Mr. Goel is an NEO.
Ted M. Peterman, age 36, was appointed Controller on May 1, 2017. From February 2015 through April 2017, Mr. Peterman served as the Senior Director of Revenue of Spok, Inc. Mr. Peterman joined Spok with over 12 years of technical and operational accounting experience. Prior to his employment with the Company, Mr. Peterman served as the Controller of Savi Technologies from 2013 where he led all accounting and finance activities. Mr. Peterman has held various other accounting roles with software and technology companies and began his career as an auditor with EY LLP in the Milwaukee Wisconsin area. Mr. Peterman has a Bachelor in Science in Accounting and Master of Science in Accounting from the University of Wisconsin - Milwaukee and is a licensed Certified Public Accountant.
Thomas G. Saine, age 52,55, was appointed Chief Information Officer (“CIO”) in August 2008. Prior to his current position, Mr. Saine was the Chief Technology Officer (“CTO”) since October 2007. In addition, Mr. Saine served as the President of GTES, LLC, an indirect wholly owned subsidiary of USA Mobility from 2008 to 2013. Mr. Saine rejoined Spokour Company in August 2007 as Vice President (“VP”)VP of Corporate Technical Operations. Previously, Mr. Saine had served Metrocallour Company as VP, Technology and Integration from November 2003 through June 2005. Mr. Saine was an independent consultant from July 2005 through November 2005 and was a Program Manager and Director of Programs with Northrop Grumman Corporation from December 2005 through August 2007. Prior to Mr. Saine’s employment with Metrocallour Company in 2003, Mr. Saine had served as VP, Network Services and CTO of Weblink Wireless, Inc. from 2001 through 2003. He serves on the board of Spok Canada, Inc. Mr. Saine has over 2030 years of operations, engineering and technology management experience. Mr. Saine currently serves on the Board of Spok Canada.experience and is a Certified Information Systems Security Professional (CISSP). Mr. Saine is an NEO.

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Michael W. Wallace, age 49, was appointed CFO on March 27, 2017. Before his appointment as CFO, Mr. Wallace spent more than 25 years as a financial executive at both public and private companies, most recently as Executive Vice President and CFO at Intermedix Corporation, a healthcare revenue cycle/practice management and data analytics solution provider since August 2013. Prior to joining Intermedix, he was the Executive Vice President and CFO of The Elephant Group (d.b.a. Saveology.com), a leading Internet-based, direct-to-consumer marketing platform. Prior to that, he served as Senior Vice President and CFO of Radiology Corporation of America, a national provider of mobile and fixed-site positron emission tomography (PET) imaging services. Mr. Wallace has also served as an Assistant Chief Accountant in the Securities and Exchange Commission’s (SEC) Division of Enforcement and was a member of the Commission’s Financial Fraud Task Force in Washington, D.C. Prior to being at the SEC, Mr. Wallace served as CFO at Inktel Direct, Corp., a direct marketing service firm, CELLIT Technologies, Inc., a software company serving the contact center marketplace, and Kellstrom Industries, Inc., a publicly held global aerospace company. Before joining Kellstrom, Mr. Wallace worked at KPMG Peat Marwick, LLP in Miami for more than seven years. He received his bachelor’s degree in business administration from the University of Notre Dame and is a licensed Certified Public Accountant. Mr. Wallace became an NEO upon his appointment as CFO on March 27, 2017.
Sharon Woods Keisling (“Ms. Woods”), age 46,49, was appointed Corporate Secretary of Spok in July 2007 and Treasurer in October 2008. She oversees Spok’s treasury operations, facilities and legal. Ms. Woods Keisling joined Metrocall, Inc. in August 1989 and was appointed Corporate Secretary of USA Mobility, Inc. in July 2007 and Treasurer in October 2008. Ms. Woods Keisling was named VPVice President of Treasury Operations with the merger of Arch and Metrocall.Metrocall in 2004. Prior to this appointment, Ms. Woodsshe held positions in Accounts Receivable and IT. Ms. Woods Keisling currently serves as a Director of Spok, Inc., Arch Wireless, Spok AUS Pty Ltd, Spok Middle East, Inc., and Spok UK Ltd, all wholly owned subsidiaries of the Company. Ms. Woods Keisling has over 25 years of experience in the communications industry. She received a Bachelor of Arts in Accounting from Kings College.cash operation experience.


2322



COMPENSATION DISCUSSION AND ANALYSIS - TABLE OF CONTENTS

INTRODUCTION
24
INTRODUCTION
EXECUTIVE SUMMARY
25
24
EXECUTIVE SUMMARY25
Say on Pay
Say-on-Pay Results and Stockholder Outreach
25
24
Compensation Philosophy
26
25
CEO Pay Ratio
25
Company Financial Performance
26
25
  
STOCKHOLDER OUTREACH
30

  
EXECUTIVE COMPENSATION DESIGN
31
30
Objectives
31
30
Elements of Compensation
33
32
Compensation Policies and Risk Considerations33
Relationship
Relationships with Compensation Consultants and Use of Peer Groups
34
33
  
2014
2016 EXECUTIVE COMPENSATION PROGRAM DECISIONS
35
33
Base Salary
35
33
All Other Compensation
36
33
Short – Term Incentive Compensation
36
34
Long – Term Incentive Compensation
39
36
Termination and Change of Control ArrangementArrangements
42
40
  
OTHER CONSIDERATIONS
42
40
Stock Ownership Guidelines and Prohibitions on Hedging and Pledging
42
40
Tax and Accounting Considerations
42
41
“Clawback” Policy Regarding Adjustment or Recovery of Compensation
43
41
Hedging and Pledging Policy

41
  
COMPENSATION TABLES 
  
Background
42
Summary Compensation Table for 20142017
44
42
All Other Compensation Table for 20142017
45
43
Grants of Plan Based Awards During 20142017
45
43
Outstanding Equity Awards at December 31, 20142017
46
44
Payments upon Termination or Termination Due to Change in Control
46
45
Employment Agreement and Termination Arrangements – CEO
46

Employment Agreement and
Termination Arrangements – President
50
Termination Arrangement – NEOs (Excluding the CEO and President)CEO)53
49
Change in Control Arrangements - NEOs (Excluding the CEO and President)CEO)
54
50
Compensation
Severance Recovery Policy
56
52



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COMPENSATION DISCUSSION AND ANALYSIS
INTRODUCTION
We will provide a detailed discussion of our executive compensation with a focus on the Compensation Committee’s decisions with respect to our NEO’s.NEOs. Our NEOs in 20142017 were:
NAMEPOSITION
Vincent D. Kelly
Shawn E. Endsley
Colin M. Balmforth
Bonnie K. Culp-Fingerhut
Thomas G. Saine
President and Chief Executive Officer
Hemant GoelPresident, Spok, Inc.
Michael W. WallaceChief Financial Officer
President, Spok, Inc.
Thomas G. SaineChief Information Officer
Bonnie K. Culp-FingerhutExecutive Vice President – Human Resource and Administration
Former NEO
Shawn E. EndsleyFormer Chief InformationAccounting Officer
EXECUTIVE SUMMARY
Say on Pay Results in 2017 and Stockholder Outreach
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 provides stockholders with a non-binding advisory vote (“Say on Pay”Say-on-Pay”) on the compensation of our NEOs as such compensation is disclosed in our annual proxy statement. We hold this votethese votes annually. In 2014,At our 2017 Annual Meeting, the 2016 NEO compensation program was approved by 94.2% of the votes cast, 52.0% voted againstshares voting (excluding abstentions and broker non-votes). Through our stockholder outreach in 2017 and through April 2018 we obtained feedback from our stockholders on our operational and financial performance as well as our NEO compensation on an advisory basis. In addition, the three directors on the Compensation Committee did not receive greater than 80% approval of the votes cast. In light of the results of the advisory vote, the Compensation Committeepay practices. This 2017 and management conducted2018 stockholder outreach to obtain feedback on our NEO compensation practices (and other corporate matters). This stockholder outreach involved:consisted of:
1)ContactingConducting quarterly reviews of our financial and operating results. For those stockholders who cannot attend the top 25 stockholders representing approximately 67%live meetings, we provide a recording of the total shares outstanding as ofreviews that can be accessed for 14 days subsequent to the date of record for the 2014 annual meeting. Representatives of the Compensation Committee and management met with 7 individual stockholders representing approximately 37% of the total outstanding shares of record. The remaining 18 stockholders either declined to meet with our representatives or did not return our inquiries.live meeting;
2)Conducting anMeeting individually with investors or interested parties who request meetings with management to discuss our financial or operating results;
3)Speaking with stockholders representing approximately 80.0% of our outstanding shares throughout the year; and
4)An investor meeting for analysts and interested investorswas held at our Eden Prairie, MN office on November 20, 2014 in New York City.October 25, 2017.
A more detailed discussion of our stockholder outreach is included in the section “Stockholder Outreach”"Stockholder Outreach" on page 30.29.
In response toBased on the stockholder outreachpast feedback from our stockholders, the Compensation Committee maderetained the following changes toelements previously established for our executive (including the NEOs) compensation practices:program:
1)Revised futureAwarded an annual LTIP awards to be made annuallyaward, which for a multi-year2017 50% was performance period as opposed tobased over a single award for one multi-year performance period;

2)IncreasedRetained the CEO’sCEO's minimum stock ownership guideline to 3at three times the CEO’sCEO's annual salary;

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


25


4)ProhibitedRetained the prohibition for hedging or pledging the shares of the Company's common stock by executive officers (including the NEOs) from hedging or pledging shares of the Company’s stock;; and

5)Instituted aRetained the clawback policy regarding adjustment or recovery of compensation.
The Compensation Committee added the following new element to our executive (including the NEOs) compensation program:
1)Awarded an annual LTIP award, which for 2017 50% was time based over a multi-year vesting period.
Additional details can be found in section "Elements of Compensation" on page 31 as well as "Long-Term Incentive Compensation" on page 35.

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Compensation Philosophy
The compensation philosophy of our Company is intended to motivate executives to achieve Spok’s strategic goals and operational plans and attract and retain high quality talent while the Company transitions from a wireless centric customer base to a growing software centric criticalhealthcare communications customer base. This philosophy is supported by an executive compensation program centered onincluding a pay-for-performance objective that aligns executive compensation with stockholder value.value as well as an equity interest in the Company which we believe aligns executive financial interests with those of our stockholders. That philosophy is translated into the executive compensation program design based on the following principles.
COMPENSATION PRINCIPLES
Link all incentive portions of compensation to performance.
We believe that compensation levels should reflect performance. This is accomplished by:
•    Motivating, recognizing, and rewarding individual excellence;
•    Paying short-term cash bonuses based upon Company financial performance; and
•    Linking elements of long-term compensation to our Company’s financial performance.performance coupled with preserving value through continued stewardship over time.
Maintain competitive compensation levels.
We strive to offer programs and levels of compensation that are competitive with those offered by companies of similar size, as well as our peer group, in order to attract, retain and reward our executives including the NEOs.
Align management’s interests with those of stockholders.
We seek to implement programs thatwhich will retain the executives while increasing long-term stockholder value by providing competitive compensation and granting long-term equity-based incentives.
CEO Pay Ratio
The 2017 compensation disclosure ratio of the median annual total compensation of all Company employees to the annual total compensation of the Company’s chief executive officer is as follows:
Category 2017 Total Compensation and Ratio
   
Annual total compensation of Vincent D. Kelly, Chief Executive Officer $2,769,082
   
Median annual total compensation of all employees (excluding Vincent D. Kelly) $94,642
   
Ratio of the annual total compensation of Vincent D. Kelly, Chief Executive Officer as compared to the median annual total compensation of all employees 29.3:1
The calculation of annual total compensation of all employees was determined in the same manner as the Total Compensation shown for our CEO in the Summary Compensation Table. We identified the median employee by examining the 2017 total compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2017. We included all employees, whether employed on a full-time, part-time, or seasonal basis; we did not make any assumptions, adjustments, or estimates with respect to total compensation, with the exception of annualizing the salary compensation for any full-time employees that were not employed by us for all of 2017.




25


Company Financial Performance
With the acquisition of the software operations in 2011 the Company has begun a long-term transition from a declining wireless centric customer base to a growing software centric criticalhealthcare communications customer base. This means that until our software revenue growth exceeds the decline in our wireless revenue, total consolidated revenue will decline.decline each year. Maintaining our position as a leader in healthcare communication and collaboration requires us to continue development of our integrated platform and invest in the key areas of customer need including: 1) mobility, 2) integrated platform, 3) nursing solutions and 4) alerting. We will continue to increase our spending on product development and strategy in 2018 and beyond to develop these solutions and compete in the changing marketplace. This also means that operating cash flow (a non-GAAP financial measure)investment in our future has been and will alsobe reflected in our research and development expenses. The Company is not aware of any specific event which was the primary cause for a decline year over year until the Company successfully transitions to growth. Both consolidated revenuein share price between January 1 and operating cash flow (as defined by the Company), along with software bookings, have been identified by the Compensation Committee as key drivers of stockholder value during this transition.December 31, 2017.
In order to facilitate this transition we established our 2014The 2017 operating objectives and priorities thatestablished for the Company which were outlined in our 20132016 Annual Report.Report to Stockholders reflect this transition. Our achievement against these operating objectives and priorities is outlined below.

26


20142017 Operating Objectives and Priorities20142017 Achievement
1)Grow    Growth of our software revenue and bookings.
Annual software revenue remained flat compared to 2016, but software operations bookings grew to 115.8% of 2016 software operations bookings.
2)Retain    Retention of our wireless subscribers and revenue stream.
Net churn for wireless subscribers in 2017 was 5.6% versus 5.3% in 2016. Wireless revenue declined 7.7% in 2017 versus a decline of 7.9% in 2016.
3)    Invest in our future solutions.Research and development expenses increased by 38.9% to $18.7 million in 2017.
4)    Return capital to our stockholders.
4)Seek long-term revenue growth through business diversification.
1)Annual software revenue grew 12.5% over 2013. Software operation bookings grew 28.5% over 2013.
2)Net Churn for wireless subscribers in 2014 was 8.7% versus 9.2% in 2013. Wireless revenue declined 11.4% in 2014 versus a decline of 11.3% in 2013.
3)Cash dividends paiddeclared in 20142017 were $10.8$10.3 million and common stock repurchases were $4.3$10.0 million.
4)
5)    Long-term revenue growth through business diversification.We investigated potential acquisition candidates but did not identify any candidates that met our screening criteria to provide stockholder value at a reasonable valuation.
We also announced our plan to return $26 million to stockholderscontinue our regular quarterly dividend of $0.125 per common share in 2015 through a combination of dividends, common stock repurchases and/or special dividends.2018.

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The following graphs provide a summary of the Company’s annual financial performance sinceover the acquisition of the software operations in March 2011. This summary also includes our 2014 achievements which support the Company’s long-term transition from a declining wireless centric customer base to a growing software critical communications customer base.
The following financial performance measures cover the fourfive year period ended December 31, 2014 and demonstrates the Company’s performance2017 during the long-term, ongoing transition from a declining wireless centric customer base to a growing software centric criticalhealthcare communications customer base. These financialThe research and development expense changes illustrate our investment to develop our healthcare communications platform and invest in the key areas of customer need including 1) mobility, 2) integrated platform, 3) nursing solutions and 4) alerting. The wireless revenue, software operations bookings, and adjusted operating and capital expenses performance measures have beenare used by the Compensation Committee as performance criteria for the annual2017 short-term incentive plan (“STIP”).
REVENUE
(IN MILLIONS)
In addition, each of these metrics are also used as performance criteria for our equity-based long-term incentive plan (“LTIP”). The Compensation Committee believes the use of these metrics links incentive award opportunities to the attainment of performance criteria in these areas, which are key strategic and financial performance measures for the Company.

CONSOLIDATED OCF*
(IN MILLIONS)


2826


REVENUE
($ IN MILLIONS)
chart-3b481c57797c58d99dd.jpg



*
RESEARCH AND DEVELOPMENT EXPENSES
($ IN MILLIONS)
chart-fd5d13dc51ab5fa2915.jpg


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ADJUSTED OPERATING AND CAPITAL EXPENSES(1)
($ IN MILLIONS)
chart-1e8a0599d28b53dd8c8.jpg
(1) Adjusted Operating cash flow (“OCF”) is defined as operating income plusand Capital Expenses exclude severance, depreciation, amortization and accretion, less capital expenditures. (All determined in accordance with U.S. Generally Accepted Accounting Principles, (“GAAP”.) OCF is a non-GAAP measure used as a measure of free cash flow.
SOFTWARE OPERATIONS BOOKINGS*
(IN MILLIONS)
and stock based compensation expense.

*
SOFTWARE OPERATIONS BOOKINGS(1),(2)
($ IN MILLIONS)
chart-b375709fdaf55f2aaf8.jpg
(1) Software operations bookings represent contractual arrangements to provide software licenses, professional services and equipment sales. These contractual arrangements (bookings) represent future revenue.
(2)Software operations bookings in 2014 reflect $6.7 million in federal government activity that was not replicated in subsequent years.

FREE CASH FLOW ALLOCATION
(2011-2014 $ IN MILLIONS)
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CASH RETURNED TO SHAREHOLDERS
($ IN MILLIONS)

chart-a806322b3b60c48f841.jpg



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STOCKHOLDER OUTREACH
On an annual basis the compensation of our NEOs, as such compensation is disclosed in our annual proxy statement, is submitted to our stockholders for a non-binding advisory vote (“Say on Pay”).Say-on-Pay vote. In 2014, 52.0%2017, the 2016 NEO Compensation Program was approved by 94.2% of the votes cast voted againstshares voting (excluding abstentions and broker non-votes). We believe that the significant support for the NEO Compensation Program was due in part to the continuing impact of the elements outlined below which were implemented in recent years, but we also continued our stockholder outreach in 2017 and through April 2018 to obtain feedback from our stockholders on our operational and financial performance as well as our NEO compensation on an advisory basis. In light of the results of the advisory vote the Compensation Committeepay practices. This 2017 and your management conducted a2018 stockholder outreach program to discuss and obtain feedback on our NEO compensation and other corporate matters.
For this stockholder outreach we:consisted of:
1)ContactedConducting quarterly reviews of our financial and operating results. For those stockholders who cannot attend the top 25 stockholders representing approximately 67%live meetings we provide a recording of the total shares outstanding as ofreviews that can be accessed for 14 days subsequent to the date of record for the 2014 annual meeting. Seven (7) individual stockholder meetings were held representing approximately 37% of the total outstanding shares of record. The remaining 18 stockholders either declined to meet or did not respond to our inquiries, andlive meeting;
2)ConductedMeeting individually with investors or interested parties who request meetings with management to discuss our financial or operating results;
3)Speaking with stockholders representing approximately 80% of our outstanding shares throughout the year; and
4)Holding an investor meeting for analysts and interested investorsat our Eden Prairie, Minnesota office on November 20, 2014 in New York, New York.October 25, 2017.
For this stockholder outreach the individual investor meetings the Chair of the Compensation Committee, the CEO, the CFO and the Corporate Secretary and Treasurer attended. The agenda for the meetings requested feedback from stockholders and generally included the following additional content depending on the requests from the individual stockholder: (1) a review of the Company’sCompany's operations and results to date, (2) a discussion of the Company’sCompany's strategic direction outlining the Company’sCompany's transition from a declining wireless revenue base to a profitable growing criticalhealthcare communications software business and (3) a reviewany other matters that were of interest to investors including the Company’sCompany's compensation philosophy, long-term stockholder value, and its alignment with the Company’sCompany's strategic direction. In some casesDuring 2017, the Company spoke directly with stockholders representing approximately 80% of the total shares outstanding as of December 31, 2017. The Company did not receive any significant feedback on corporate governance matters. Generally, the CEO, was excused from the compensationCFO, the Corporate Secretary and Treasurer and our investor relations professionals took part in these discussions with individual stockholders. In respondingand our stockholders were free to feedback on the Company’s compensation philosophy the Chairmake inquiries about any matter of the Compensation Committee described the elements of the Company’s compensation (see page 33).
Discussion of Performance Criteria – The Chair of the Compensation Committee also described the Compensation Committee’s rationale for the selection of the performance criteria for both the STIP and long-term incentive plan (“LTIP”). Given the Company’s long-term transition from a declining wireless revenue base to a growing critical communications base, the Compensation Committee determined that a focus on consolidated revenue, OCF (as defined by the Company) and software bookings would focus management on the key metrics supporting the generation of long-term stockholder value during the transition. Several stockholders inquired asinterest to the Compensation Committee’s consideration of Total Shareholder Return (“TSR”) or Return on Invested Capital (“ROIC”) as compensation performance criteria. The Chair of the Compensation Committee acknowledged that TSR or ROIC were possible metrics; however, the Compensation Committee believed that TSR and ROIC were short-term oriented and that management should be focused on profitably guiding the Company to sustainable growth during this transition period. The Compensation Committee believed the identified criteria appropriately motivated management.stockholder.
Compensation Practice Changes – Based on the stockholder feedback the Compensation Committee made the following changes to executive officer (including the NEOs) compensation practices:
1)Revised future LTIP awards to be made annually for a multi-year performance period as opposed to a single award for a multi-year performance period;

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


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

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

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

Selected stockholders also provided the Company with their views on Board diversity and Board tenure which was conveyed to the Nominating and Governance Committee.
EXECUTIVE COMPENSATION DESIGN
Objectives
The design of our executive compensation has been made to considerprogram reflects the unique strategic situation of the Company using the compensation principles of our Compensation Philosophy. Our Company has been a public company since we were founded in November 2004 resulting from the merger of Metrocall Holdings, Inc. and Arch Wireless, Inc., the two largest remaining independent paging companies in the United States. The merger allowed us to consolidate operations, reduce costs and create stockholder value including the return of $492.5$98.4 million throughbetween January 1, 2013 and December 31, 20142017 in the form of dividendscash distributions (including dividends) and common stock repurchases. This merger also allowed for management of the declining wireless customer base to focus on the most profitable industry segments, primarily healthcare.
In an effort to capitalize on the valuable customer franchise from our wireless customer base in the healthcare industry segment, we acquired Amcom Software, Inc. (“Amcom”) in 2011. Amcom provided criticalhealthcare communication software solutions to customers in a variety of industries with a particular emphasis on healthcare. This common focus on the healthcare segment provided our Company with a unique opportunity. ThatThis unique opportunity allowed for transition from a declining wireless revenue stream to a growing criticalhealthcare communications software business while creating significant stockholder value during the transition. In essence, the Company must profitably manage two revenue lines: 1) a declining wireless revenue stream and related subscribers and 2) a growing criticalhealthcare communications software business. We are engaged in a multi-year transition from a declining hardware based wireless company to a growing criticalhealthcare communications software company. Becoming the leader in healthcare communication and collaboration requires us to continue development of our integrated platform and invest in the key areas of customer need including: 1) mobility, 2) integrated platform, 3) nursing solutions and 4) alerting. We will continue to increase our spending on product development and strategy in 2018 and beyond to develop these solutions and compete in the changing marketplace. These strategic considerations are important operational elements considered by the Compensation Committee in determining 20142017 compensation for our executives, including our NEOs. The Compensation Committee actively considers the implications of this business transition and the evolving size and nature of the overall business when developing the target pay opportunities as part of the executive compensation program design.
For all of our executives, which include the NEOs, incentive compensation in 2017 is intended to be based on the operating performance of the Company as a whole as determined by the Compensation Committee and ratified by the Board. The Compensation Committee believes that elements of incentive compensation paid to executives should be closely aligned with the Company’s short-term and long-term performance; linked to specific, measurable results thatwhich create value for stockholders; and assist the Company in attracting and retaining key executives critical to long-term success.

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In establishing compensation for executives, the Compensation Committee has the following objectives:
Attract and retain individuals of superior ability and managerial talent;
Ensure compensation performance criteria are aligned with our corporate strategies, business objectives and the long-term interests of our stockholders through profitable management of our transition;

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Achieve key strategic and financial performance measures by linking incentive award opportunities to attainment of performance criteria in these areas; and
Focus executive performance on long-term stockholder value, as well as promoting retention of key staff, by providing a portion of total compensation opportunities in the form of direct ownership in our Company through performance-basedperformance, and time-based, RSUs thatwhich are payable in our common stock when such RSUs vest.
Prior to establishing the compensation plans, the Board and the Compensation Committee reviews with management the Company’s long range plan (“LRP”). The following table highlights certainLRP is a five year projection of ourthe Company's operations. This LRP was reviewed with the full Board at two meetings during the year. The Board discusses with management the Company’s operational priorities, strategic direction, budget assumptions including headcount, sales, research and development spending, capital expenditures, revenue growth, subscriber churn, maintenance retention and other elements supporting the LRP. The Board also reviews a detailed narrative which encapsulates this process. The Board takes great care in setting compensation plans, including determination of performance criteria, to ensure plans are robust, compensation is adequately proportioned between cash and equity in order to create both short term stability and long-term focus. The Board and Compensation Committee actively and independently considers the performance criteria and management projections when determining the appropriate performance criteria for use in Short-Term Incentive Compensation ("STIP") and Long-Term Incentive Compensation ("LTIP") as the basis for motivating executive compensation practicesperformance.
Based on this understanding of the Company’s operations and plans, as detailed in the LRP, the Compensation Committee identified all key performance criteria, as further outlined under the Short-Term and Long-Term Incentive Compensation sections, that, drivein the judgment of the Compensation Committee, would support the Company’s capital allocation and long-term stockholder value creation plans. The Compensation Committee believes that the selected performance as well as those not implemented because we do not believe they would serve our stockholders’ interests.criteria for both the STIP and LTIP incentive management to weigh its operational decisions in a manner that best supports the interests of stockholders.
What We DoWhat We Don't Do
üTie pay to performance by ensuring that all incentive plans for all executives, including NEOs, are performance based and at risk for 2014. 58% of CEO compensation was performance based and at risk.
üProvide termination and change-in-control agreements to all executives, including NEOs for retention and continuity in the case of a change-in control.
üProvide only minimal perquisites.
üRequire stock ownership of all Executives, including NEOs and directors.
üProhibit hedging and pledging of our stock for all executives and directors.
üProvide long-term incentive compensation that is 100% performance-based in the form of RSUs payable in common stock only upon the achievement of measurable pre-established performance criteria.
üProvide caps on potential payment of both short-term and long-term incentives with clawback provisions.
×Do not have employment contracts with executives, at this time, except for agreements with our Chief Executive Officer and President that evidences their long-term commitment to the Company.
×Do not provide excise tax gross-ups.
×Do not provide significant additional benefits to executives that differ from those provided to all other employees.
×Do not pay dividends on any unvested long-term incentive equity awards (“RSUs”). Dividend equivalent rights (“DERs”) are only payable on such RSUs to the extent the RSUs ultimately vest and are earned.

3231



Elements of Compensation
The following chart summarizes the key pay elements during 2017 for our executives including the NEOs. Each element is described in detail beginning on page 3533 in the section “2014“2017 Executive Compensation Program Decisions”.

elementsofcomptablea04.jpg
(1)The “At-Risk” compensation elements are based on incentive plans approved in advance by the Compensation Committee. The 2017 STIP was 50% financial performance and 50% operational performance based while the LTIP was 25% financial performance, 25% operational performance and 50% time based. Both the performance based STIP and LTIP provideawards provided for non-payment or caps on potential payment of the awards if the pre-established performance criteria are not met or exceeded. Both the performance based STIP and LTIP provideawards provided that if certain pre-established performance minimums are not met, no payment is made.made on the performance based components.

Compensation PoliciesWe believe, given the industry in which we operate and Risk Considerations
The Board, through the corporate culture that we have established, base compensation, cash bonuses and equity incentives at levels consistent with those for executives, including NEOs, of comparable companies are generally sufficient to retain our existing executive officers and to hire new executive officers when and as required. Our Compensation Committee applies the same compensation policies and practices to allbelieves a significant portion of our executives, including NEOs, compensation should be tied to our performance.
We believe, as is common in the NEOs. The two at-risk elements oftechnology sector and with our executive compensation program are the STIP and the LTIP awards. With respect to both the STIP and LTIP awards, the Compensation Committee establishes measurable performance criteria that is based on company-wide metrics such as consolidated revenue, OCF (defined as operating income plus depreciation, amortization and accretion, less capital expenditures; all determined in accordance with U.S. GAAP) and operations bookings (sales

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orders from customers for our software solutions). Determination of the payouts for the STIP and LTIPindustrial peers, equity awards are measured against the pre-established Company-wide criteria. The Compensation Committee believes that this approach focuses eacha key compensation-related motivator in attracting and retaining executive on overall measurable Company performance, minimizes the riskofficers in addition to base salary and cash bonuses. Each of conduct detrimental to the Company and retains the executive. these components are discussed in further detail in later sections.
The Compensation Committee also established policies that prohibitedwhich prohibit executives, including the NEOs, from hedging or pledging their shares of the Company’s common stock andstock. In addition our Compensation Committee has instituted a clawback policy regarding adjustment or recovery of compensation. Such policies will also amelioratereduce risks associated with the Company’s compensation policies. We believe that our compensation policies and practices are not likely to have a material adverse impact on the Company.

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Relationship with Compensation Consultants and Use of Peer Groups
In response toGiven the strong approval of our negative advisory Say-On-Pay results in 20142016 Executive Compensation Program, the Compensation Committee engageddetermined that minimal changes would be made to the form, amounts and structure of the 2017 Executive Compensation Program, although, in accordance with our peers, the program was changed in 2017 to implement annual RSU awards which are time-based (with a three-year vesting period) under our LTIP. Additional information regarding the time-based RSU awards can be found beginning on page 37. The Compensation Committee determined that compensation consultants Hay,did not need to assist the Compensation Committeebe engaged in evaluating the executive compensation of the NEOs as well as the Company’s compensation policies. Hay was engaged to perform an assessment of executive compensation focused on:
Competitiveness of the2017 for overall executive compensation program relative to a proxy peer group on a target basis;
Pay mix (the weighting between base salary, short-term and long-term incentives) for the NEOs relative to the peer group; and
Prevalence of long-term incentive vehicles and practices within the peer group as well as the type of long-term incentives.
Hay reported directly and exclusively to the Compensation Committee and worked with members of our management only on matters for which the Compensation Committee is responsible. Moreover, Hay did not perform any other services for, or receive any other fees from, our Company or any of our subsidiaries other than in connection with the assessment of NEO compensation. As required by Item 407(e)(3)(4) of Regulation S-K and the NASDAQ listing standards, the Compensation Committee has considered certain factors relating to the Hay’s independence and has determined that its work has not given rise to any conflict of interest. Total fees paid to Hay in 2014 were less than $100,000.
Peer Group – The peer group consists of twenty similarly situated companies in both the wireless and software industries which represented a competitive market for executive talent, business and capital. Information from this peer group was used to assess NEO compensation for 2014.

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The following peer groups was approved by the Compensation Committee (for use by Hay):
•Consolidated Communications Holdings, Inc.;
•    NTELOS Holdings Cop.;
•    Iridium Communications Inc.;
•    Alaska Communications Systems Group, Inc.;
•    Cogent Communications Holdings, Inc.;
•    Shenandoah Telecommunications Company;
•    Atlantic Tele-Network, Inc.;
•    Medidata Solutions, Inc.;
•    CalAmp Corp.;
•    Merge Healthcare Incorporated;
•
Inteliquent Inc.;
•
Lumos Networks Corp.;
•
Computer Programs and Systems, Inc.;
•
Live Person, Inc.;
•
magicJack VocalTec Ltd.;
•
inContact, Inc.;
•
8x8, Inc.;
•
Boingo Wireless, Inc.;
•
Meru Networks, Inc.; and
•
Vocera Communications, Inc.
Hay analyzed both the elements and amounts of executive compensation for the NEOs in comparison to executive compensation in the peer group. Based on this analysis Hay recommended no changes to the elements of executive compensation (base salary, short-term incentive and long-term incentive). Hay determined that target total cash compensation (base salary plus short-term incentive compensation) was generally competitive with the peer group findings for all NEOs. In addition, Hay provided the Compensation Committee with recommendations on the form and amount of long-term incentives for all NEOs.design. The Compensation Committee revieweddid not engage in benchmarking or utilize a peer group in making its decisions regarding the recommendations of Hay and took them into consideration for purposes of 2015 NEO compensation.2017 Executive Compensation Program.
2014
2017 EXECUTIVE COMPENSATION PROGRAM DECISIONS     
The elements of compensation, all of which are discussed in greater detail below, include:
Base Salary;
All Other Compensation;
Short-Term Incentive Compensation;
Long-Term Incentive Compensation; and
Termination and Change-in-Control Arrangements.
Base Salary
Base salaries are intended to provide our NEOs with a degree of financial certainty and stability that does not depend on our performance, and are part of the total compensations package that the Compensation Committee believes is necessary to help ensure the retention of our NEOs. The base salary element of our compensation program is designed to be competitive with compensation paid to similarly situated, competent and skilled executives.
As noted earlier, Based on the Company’s planned operations for 2017, the Compensation Committee engaged Hay toCommittee's review bothof the elements and amounts of executive compensation for NEOs. After considerationprogram and the overwhelming approval by stockholders of Hay’s recommendationsthe 2016 Executive Compensation Program the Compensation Committee made no changes to the NEO base salaries.salaries for 2017.
The base salaries paid to our NEOs are set forth in the Summary Compensation Table on page 4441 in the Salary column.

35 The increase in salary in 2015 reflects a one time extra biweekly payroll payment due to the payroll leap year. All employees of the Company received this extra biweekly payroll payment.


All Other Compensation
We provide certain employee benefits and limited perquisites to our NEOs. In general except as noted below, the other elements of compensation are the same as offered to all other employees of the Company.
Perquisites – We provide a car to the CEO pursuant to his employment agreement.
Insurance Premiums – We paid for basic life insurance at the value of the NEO’s annual salary to a maximum of $250,000. This is available to all employees of the Company.
Company Contribution to Defined Contribution Plan – All Company employees are eligible to receive a Company contribution.
Spok Holdings, Inc. Savings and Retirement Plan (the “Plan”) is open to all Company employees working a minimum of twenty hours per week with at least thirty days of service. The Plan qualifies under Section 401(k) of the Internal Revenue Code (the “Code”). Under the Plan, participating employees may elect to voluntarily contribute a percentage of their qualifying compensation on a pretax or after-tax basis up to the annual maximum amounts established by the Code. The Company matches 50% of the employee’s contribution, up to 5% of each participant’s gross salary per pay period, or 50% of the employee’s annualized contribution up to $2,500, whichever is greater. There is a per-pay-period match on the 5% component and an end-of-year true up on the $2,500 component. Contributions made by the Company become fully vested three years from the date of the participant’s employment. Profit sharing contributions are discretionary. In 2014, 20132017, 2016 and 2012,2015, we made matching contributions in amounts equal to $29,387, $25,135$29,229, $32,971, and $17,990,$31,565, respectively, for the NEOs participating in the Plan as reflected in “All Other Compensation Table for 2014”2017” in the “Compensation Tables” section on page 45.42.
Dividend Equivalent Rights (“DERs”) – Participants in the 20112015 LTIP, including the NEOs, wereare entitled to accrue DERs on each RSU granted to the participant. Each DER representedrepresents the value of dividends paid on the Company’s common stock during the 20112015 LTIP performance cycle. In 2014 the performance cycle for the 2011 LTIP was completed and the targeted awards were earned and the vested RSUs were paid in common stock of the Company in 2015. In addition, eachcycles. Each participant, including the NEOs, wasis entitled to receive in cash the DERs accrued on

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the underlying RSUs. Payment ofRSUs if the DERs was made to each participant, including the NEOs, in 2015.pre-established performance criteria is met. If a participant voluntarily leftleaves the employ of the Company, the underlying DERs wereare forfeited along with forfeiture of the unvested RSUs.
Other Employee Benefits – We maintain broad-based benefits for all employees, including health, vision and dental insurance, disability insurance, paid time off and paid holidays. Executives (including NEOs) are eligible to participate in all of the employee benefit plans on the same basis as other employees with the exception of increased vacation accrual and eligibility for payout of that vacation accrual at time of termination.
Short-Term Incentive Compensation (“STIP”)
Our STIP is designed to motivate our executives and key employees (including the NEOs) and reward them with cash payments for achieving quantifiable, pre-established Company performance criteria.
Corporate Summary – From the formationDescription of the Company in 2004 through 2011 the Company managed a declining wireless centric customer base that was characterized by declining consolidated revenue. Despite that declining revenue the Company had increased margins, provided steady cash dividends and made common stock repurchases. Starting in 2011 with the acquisition of Amcom the Company initiated a long-term transition from a declining wireless centric customer base to a growing critical communications software centric customer base. Until the software revenue growth exceeds the decline in our wireless

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revenue, total consolidated revenue will decline year over year. This also means that OCF (a non-GAAP financial measure) will also decline year over year until the Company successfully transitions to growth.
Prior to establishing the performance criteria for the STIP both the Board and the Compensation Committee reviews with management the Company’s long range plan (“LRP”). The LRP is a five year projection of the Company operations. (In 2013 the LRP covered the years 2014-2018.) This LRP was reviewed with the full Board at two meetings during the year. The Board discusses with management the Company’s operational priorities, strategic direction, budget assumptions including headcount, sales, capital expenditures, revenue growth, subscriber churn, maintenance retention and other elements that support the LRP. The Board also reviews a detailed narrative that encapsulates this process. The Board takes great care in setting performance criteria to ensure the performance criteria is robust and long-term focused. The annual budget for 2014 from which the STIP performance criteria are established results from the LRP.
During the transition period the Compensation Committee understands that the Company’s key performance criteria such as consolidated revenue and OCF will be lower than the prior year reflecting the strategic nature of the Company’s business. The Compensation Committee has established a higher performance level in 2014 for operations bookings as this performance criteria is focused on transitioning to the software centric portion of the customer base. Based on this understanding of the Company’s operations and plans as detailed in the LRP, the Compensation Committee identified the key performance criteria for the 2014 STIP that, in the considered judgment of the Compensation Committee, would support the Company’s capital allocation and long-term stockholder value creation.
STIP Performance Criteria – Based on the information from the LRP for 20142017, the Compensation Committee approved the performance criteria of the 20142017 STIP on December 6, 2013 to be effective January 1, 2014.2017. The 20142017 STIP was payable in cash, based upon separate pre-established performance criteria which included totaladjusted consolidated operating and capital expenses, wireless revenue, software operations bookings, and development milestones, each of which is measurable     and readily reportable and requires the coordination and cooperation of all of management for achievement. The Compensation Committee chose adjusted operating and capital expenses to replace adjusted operating cash flow in order to provide focus on the individual components that adjusted operating cash flow is derived from. Additionally, the Compensation Committee replaced total consolidated OCF.revenue with wireless revenue to ensure attention was placed on both the wireless and software revenue streams (software bookings).
The Compensation Committee selected the 2017 performance criteria, all of which are key elements leading to long-term stockholder value creation, for the STIP based on the following rationale:
ConsolidatedAdjusted Operating and Capital Expenses – Adjusted Operating and Capital Expenses is defined as operating expenses less depreciation, amortization and accretion expense, less severance, less stock based compensation, plus capital expense (all calculated in accordance with U.S. GAAP). This performance criteria is a non-GAAP measure of the companies operating expenses. This performance criteria measures the Company’s ability to manage its operations expenses based on parameters established by the Board.
Wireless Revenue – As noted earlier, the Company is in transition from a declining wireless centric revenue base to a growing software centric base as represented by software revenue. The Company’s operations requireAs the Company transitions to a software centric base, the Compensation Committee believes it is important to focus on both typesthe retention of revenue. Untilwireless revenues to continue internal funding of research and development projects which it anticipates will fuel long term growth. A short-term focus on retention of the Company accomplishes itswireless revenue stream will in turn provide for the present endeavors within our research and development function and our continued transition to overall growth thisinto a software centric business. This performance criteria will necessarily reflect a reduction in revenue in comparison to actual results from the prior year. The performance criteria is measurableyear given the declining nature of revenues related to those products and focuses management on both a declining wireless revenue stream and a growing software revenue base. This performance criteria is readily reported and requires the coordination and cooperation of all management. The Compensation Committee believes this is a key element of stockholder value creation.services.
Software Operations Bookings – Software operations bookings represent contractual arrangements to provide software licenses, professional services and equipment sales. These contractual arrangements (bookings) represent future revenue. This performance criteria is measurable and focuses management on supporting the critical drivers for future growth and implementation of the transition to growth. This performance criteria is readily reportable and requires the coordination and cooperation of all management. As the Company accomplishes its transition to overall growth, this performance criteria will generally reflect an increase from the prior year. year based on the Compensation Committee's understanding of the Company's operations. In establishing the software operations booking target level for 2017 the Compensation Committee reviewed the actual performance level for software operations bookings in 2016 and set the 2017 target performance level higher than actual performance in 2016.

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Development Milestones: Prototype Platform and Alpha/Beta Delivery - as noted earlier, one of our Operating Objectives is to invest in our future solutions. This has resulted in Project Catapult which is designed to integrate our existing solutions, together with physician and nursing workflows, into a seamless platform of healthcare communication and collaboration. Given the planned increase in research and development expenditures for 2017 to achieve this goal, it was critical to establish specific development milestones to measure the progress of Project Catapult. As such, two criteria were established: 1) Prototype Platform - validation of the Company’s physician based secure messaging direction, solution and scope, through guided demonstrations of a working commercial prototype to existing hospital customers who agreed to participate as Innovation Partners with representation from physicians, nursing and technology; and 2) Alpha/Beta Delivery - delivery of both alpha and beta versions of the Prototype Platform to such Innovation Partners during 2017.
The Compensation Committee believes this is a key elementassigned the greatest weight to the timely completion of our research and development efforts as it measures the Company's ability to deliver growth and long term stockholder value creation.
Consolidated OCF – OCF is defined as operating income plus depreciation, amortizationin alignment with the Company's long term vision through the creation and accretion expense, less capital expense (all calculated in accordance with U.S. GAAP). This performance criteria is a non-GAAP measuredeployment of the free cash flow available to stockholders for dividends, stock repurchases,

37


acquisitionsnew software products and investments in the business. This performance criteria measures the Company’s ability to manage its operations profitably based on parameters established by the Board. Until the Company accomplishes its transition to overall growth this performance criteria will reflect a reduction from the prior year. This performance criteria is measurable    and readily reportable and requires the coordination and cooperation of all management for achievement. The Compensation Committee believes this is a key element of stockholder value creation.services.
The Compensation Committee believes that these three 2014five 2017 STIP performance criteria are the key elements that supportsupporting stockholder value creation and appropriately focusedfocus management on successfully transitioning the Company to growth.
Performance Criteria Establishmentlevels are based on the Company's transition - During the transition period, the Compensation Committee understands that the outcomes of certain of the Company's key performance criteria, such as wireless revenue, will be lower than the prior year reflecting the strategic nature of the Company's business. The Compensation Committee has established a higher performance level in 2017 for software operations bookings as compared to actual 2016 software operations bookings (see "Description of the STIP Performance Criteria" above) as this performance criterion is focused on transitioning to the software centric portion of the customer base.
Payouts are determined by interpolation of performance goals – Straight-line interpolation is used to determine payouts for STIP awards when 1) the actual performance is between the threshold performance targetlevel and target performance level andor 2) the actual performance is between the target performance level and the maximum performance target.level. There is no STIP payout if achievement is below the threshold performance target.level. Payments under the STIP are contingent upon continued employment, though pro rata payments will be made in the event of death or disability based on actual performance at the triggering event date relative to targeted performance measures for each program. Further, if an executive’s employment is involuntarily terminated (other than for cause), the executive will be eligible to receive a pro rata payment of the STIP for the year of termination, subject to the execution of an appropriate release and other applicable and customary termination procedures.
The threshold, target and maximum performance goals for each component of the performance criteria and the payouts that would have been provided under the 20142017 STIP in the event of performance at each applicable level are set forth in the following tables.
Performance Criteria(2)
Relative Weight Threshold Payout Against TargetThreshold Performance Level (In 000s)Target PayoutTarget Performance Level (In 000s)Maximum Payout Against TargetMaximum Performance Level (In 000s)
OCF(1)
50% 75%$28,432100%$35,540125%$42,648
Consolidated Revenue25% 70%$175,325100%$194,806130%$214,286
Operations Bookings25% 75%$35,406100%$39,340125%$43,274
Total100% 73.75% 100% 126.25% 

Performance Criteria(1)
Relative Weight Threshold Payout Against TargetThreshold Performance Level (In 000s)Target PayoutTarget Performance Level (In 000s)Maximum Payout Against TargetMaximum Performance Level (In 000s)
Adjusted Operating and Capital Expenses(2)
15% 80%$193,306100%$161,088125%$128,870
Wireless Revenue10% 80%$77,483100%$96,854130%$106,539
Software Operations Bookings(3)
25% 80%$28,000100%$35,000150%$38,500
Development Milestone: Prototype Platform(4)
25% 0%—100%4/30/2017100%4/30/2017
Development Milestone: Alpha/Beta Delivery(4)
25% 0%—100%12/31/2017100%12/31/2017
Total100% 40% 100% 119.25% 
(1)OCF is calculated as operating income plus depreciation, amortization and accretion less purchases of property and equipment (all determined in accordance with U.S. GAAP).
(2)The Compensation Committee selected the performance criteria as key measures in determining stockholder value. The relative weight assigned to each performance measure reflects the judgment of the Compensation Committee as to the importance each measure has to stockholder value.
(1)Operating expenses less depreciation, amortization and accretion expense, less severance, less stock based compensation, plus capital expense (all calculated in accordance with U.S. GAAP).
(3)Software operations bookings represent contractual arrangements to provide software licenses, professional services and equipment sales. These contractual arrangements (bookings) represent future revenue.
(4)Target dates are an all or nothing performance objective. Failure to complete the required research and development tasks prior to the established deadline results in no payout on the related criterion.


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The Compensation Committee actively considers the appropriate size of the pay opportunity each year in light of the evolving nature and size of the business. The Compensation Committee determines the threshold, target and maximum payouts for each performance criterion based on the Compensation Committee's understanding of the Company's LRP and the expectations for 2017. Based on this understanding the Compensation Committee also establishes the relative weighting for each performance criteria with Development Milestone afforded the most significant weighting (see "Description of the STIP Performance Criteria").
In establishing the software operations booking target level for 2017 the Compensation Committee reviewed the actual performance level for software operations bookings in 2016 and set the target performance level higher than actual performance for 2016.
Then the Compensation Committee established the threshold and maximum payout levels based on the Compensation Committee's judgment as to the impact on stockholder value.
The amounts paid under the 20142017 STIP were based on the following achievement against the pre-established performance criteria.
Performance CriteriaRelative WeightActual Performance (in 000s)Actual PayoutWeighted Actual Payout
OCF50%$37,149106.8%53.4%
Consolidated Revenue25%$200,273111.2%27.8%
Operations Bookings25%$45,408125.0%31.3%
Total100%  112.5%
Performance CriteriaRelative WeightActual Performance (in 000s)Actual PayoutWeighted Actual Payout
Adjusted Consolidated Operating and Capital Expenses15%$154,254106.4%16.0%
Wireless Revenue10%$101,188117.9%11.7%
Software Operations Bookings25%$38,912150.0%37.5%
Development Milestone: Prototype Platform25%Completed100%25.0%
Development Milestone: Alpha/Beta Delivery25%Incomplete as of 12/31/2017—%0.0%
Total100%  90.2%
The STIP for each NEO is based on a percentage of the NEO’s base salary. For the NEOsNEOs' 2017 STIP, the percentage of base salary, the targeted payout and the actual payout were as follows:
NEOSTIP Percentage of Base SalaryTargeted Payout ($)Actual Payout ($)STIP Target Opportunity - Percentage of Base SalaryTargeted Payout ($)Actual Payout ($)
Vincent D. Kelly100%600,000675,000100%600,000541,200
Shawn E. Endsley75%187,500210,938
Colin M. Balmforth75%262,500295,313
Hemant Goel100%350,000315,700
Michael W. Wallace(1)
75%262,500181,636
Thomas G. Saine75%206,250186,038
Bonnie K. Culp-Fingerhut75%151,939170,93175%168,750152,213
Thomas G. Saine75%206,250232,031

(1)Actual payout based on pro-rated service in 2017 from March 27, 2017.
Long-Term Incentive Compensation (“LTIP”)
Our 2017 LTIP rewards eligible executives, including the NEOs, through a combination of equity awards that contained time-based vesting and vesting based on the future financial performance of our Company by providing equity awards for creating value for our stockholders.Company. The goals of our long-term incentive program are to:
EnsureTo reinforce a sense of ownership and to align the financial interests of eligible executives, including the NEOs, financial interests are aligned with those of our stockholders interests;stockholders;
Motivate decision making thatdecision-making which improves financial performance of our criticalhealthcare communications business over the long-term particularly during thisthe Company's transition;
Recognize and reward superior financial performance of the Company; and
Provide a retention element to our compensation program.

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These goals were used in establishing the 2011 LTIP performance criteria outlined below.
No additional long-term incentive compensation was granted in 2014 to eligible executives including the NEOs as 2014 was the final year in the four year performance period for the 2011 LTIP. The details on the 2011 LTIP are2017 grant outlined below.
20112017 LTIP AWARDSAWARD – VESTED ON DECEMBER 31, 2014; PAID IN 2015 – On March 15, 2011, theThe Compensation Committee adopted andapproved the Board ratified the 20112017 LTIP forwhich was granted to eligible employees, including NEOs, based on performance criteria established by the Compensation Committee for the Company. During 2011 and 2012, our NEOs, other than Mr. Balmforth, participated in a prior long-term incentive program, the 2009January 2017. The 2017 LTIP

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which vested based on a performance cycle through December 31, 2012. Beginning in 2013 (or upon his hiring in 2012 for Mr. Balmforth) our NEOs commenced participation in the 2011 LTIP.
The 2011 LTIP provided grants provide eligible employees the opportunity to earn long term incentive compensation based on continued employment with the Company and the Company’s attainment of certain financial goals as determined by the Compensation Committee and set forth in the 2011 LTIP duringfor the period from January 2, 2011 and1, 2017 through December 31, 2014 for the wireless operations and April 1, 2011 and December 31, 2014 for the software operations (collectively the “performance2019 (the “2017-2019 performance period”).
Management recommended and the Compensation Committee, in its sole discretion, selected employees to be participants in the 2011 LTIP and, in its sole discretion, determined the target awards that were earned by each 2011 LTIP participant.Time-Based Vesting Awards - The Compensation Committee determined target awards based on a multipleit would be appropriate and in the best interest of the 2011 STIP targetCompany and its stockholders to award for each participant (or, with respecta portion of its equity awards as time-based vesting to participants selectedencourage, retain, and reinforce a sense of ownership among executives, including NEOs. The Company anticipates future equity incentive awards will continue to participatebe awarded as a combination of both time, and performance-based, awards, however, the Compensation Committee may also consider other alternative forms of equity-based awards in the 2011 LTIP after the commencement of a performance period, the STIP target award for the year in which the participant commenced participation in the 2011 LTIP) orfuture.
In January 2017, as otherwise determined bydescribed above, the Compensation Committee.
Under the terms of the 2011 LTIP,Committee awarded time-based RSUs to eligible employees, including NEOs. 100% of the target award is made in the form of RSUs granted under our 2004 and 2012 Equity Plans,Plan, subject to vesting as described below. (The 2004 and 2012 Equity Plans are fully described in our 2014 Annual Report.) Awards granted prior to May 16, 2012 were granted pursuant to our 2004 Equity Plan and awards granted on or after May 16, 2012 were granted pursuant to our 2012 Equity Plan. Additionally, participants are entitled to DERs with respect to the RSUs to the extent that any cash dividends or cash distributions (regular or otherwise) are paid with respect to our common stock during the vesting period. Vested RSUs will be settled in the Company's common stock and vested DERs will be paid in a lump sum cash payment with accrued interest, in each case, subject to income and employment tax withholding. These grants are included in the 2017 Grants of Plan-Based Awards table and the grant date fair value of the awards is included with the NEOs 2017 compensation in the Summary Compensation Table.
The table below details the time-based grants awarded to all eligible employees, including NEOs:
NEORSUs Awarded (Time-Based)
Value at Grant Date(1)
Market Value at Year-End(2)
Vincent D. Kelly38,554
799,996603,370
Michael W. Wallace(3)(4)
19,891
354,247311,294
Hemant Goel12,048
249,996188,551
Bonnie K. Culp-Fingerhut4,066
84,37063,633
Thomas G. Saine4,969
103,10777,765
(1)
The fair values of the RSUs awarded were calculated at $15.65, the closing price of the Company's common stock on December 30, 2016, the trading day prior to the date of grant.
(2)
Market or payout values of the unvested RSUs were based on the target number of RSUs and our closing stock price at December 31, 2017 of $15.65. The RSUs are convertible into shares of the Company’s common stock if the pre-established performance criteria for the 2017-2019 performance period are achieved.
(3)Mr. Wallace became the Chief Financial Officer of the Company in March 2017. In connection with the commencement of his employment, a one-time award of 12,535 RSUs with a grant date fair value of $220,000 was issued to Mr. Wallace on July 17, 2017. This one-time award vests in full at the end of a one year period from the date of grant.
(4)In connection with the commencement of his employment, Mr. Wallace was awarded a pro-rated number of time-based RSUs under the 2017 LTIP. The fair value of which was calculated at $18.25, the closing price of the Company's stock on March 26, 2017, the trading day prior to the grant date, and represented 7,356 RSUs.
The time-based grants noted in the table above will vest in 3 equal installments on December 31, 2017, 2018 and 2019 based on continued employment with the Company.
Performance-based Vesting Awards - Based on the information from the LRP, the Compensation Committee approved the performance criteria for the 2017 LTIP grant for the 2017-2019 performance period, which performance criteria is measurable, readily reported and requires the coordination and cooperation of all management. The Compensation Committee chose adjusted operating and capital expenses to replace adjusted operating cash flow in order to provide focus on the individual components that adjusted operating cash flow is derived from. Additionally, the Compensation Committee replaced total consolidated revenue with wireless revenue to ensure attention was placed on both the wireless and software revenue streams (software bookings).

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The Compensation Committee selected the performance criteria for the 2017 LTIP grant based on the following rationale:
Wireless Revenue – As noted earlier, the Company is in transition from a declining wireless centric revenue base to a growing software centric base as represented by software revenue. As the Company transitions to a software centric base the Compensation Committee believes it is important to focus on the retention of wireless revenues to continue internal funding of research and development projects that it anticipates will fuel long term growth. This performance criteria will reflect a reduction in revenue in comparison to actual results from the prior year given the declining nature of revenues related to those products and services. The Compensation Committee believes that maintaining this revenue stream is a key area of focus as the Company continues its transition into a software centric business. A long term focus on the maintenance of this revenue stream will continue to benefit investors through both capital reallocation opportunities as well as the continued funding of current and future software development efforts.
Adjusted Operating and Capital Expenses – Adjusted Operating and Capital Expenses is defined as operating expenses less depreciation, amortization and accretion expense, less severance, less stock based compensation, plus capital expense (all calculated in accordance with U.S. GAAP). This performance criteria is a non-GAAP measure of the Company's operating expenses. This performance criteria measures the Company’s ability to manage its operations expenses based on parameters established by the Board.
Software Operations Bookings – Software operations bookings represent contractual arrangements to provide software licenses, professional services and equipment sales. These contractual arrangements (bookings) represent future revenue. This performance criteria focuses management on supporting the critical drivers for future growth and implementation of the transition to growth. As the Company accomplishes its transition to overall growth, this performance criteria will generally reflect an increase from the prior year based on the Compensation Committee's understanding of the Company's operations.
The Compensation Committee has determined that wireless revenue, adjusted operating and capital expenses (as defined), and software operations bookings are key elements impacting stockholder value. The Compensation Committee believes that the use of wireless revenue, adjusted operating and capital expenses (as defined), and software operations bookings in both the STIP and LTIP are warranted to motivate management to successfully implement the transition to growth and are aligned with our stockholders interests as follows:
Wireless revenue is the basis for future software growth. The Compensation Committee believes that the use of this metric will focus management on the responsible growth and transition of the Company into a software centric business with a continued focus on remaining debt free and providing itself with internal funding of current and future research and development efforts.
Adjusted operating and capital expenses (as defined) is the non-GAAP measure for the Company's operating expenses. The Compensation Committee believes that the use of this metric will focus management on not only the long-term growth of revenues but on the responsible growth of profitable revenue streams which will continue to generate and provide long-term cash flows and the Company's long-term allocation strategy for stockholder dividends and/or common stock repurchases.
Software operations bookings is the basis for achieving growth. The Compensation Committee's objective is to motivate management to achieve sustainable growth, which would require implementation of the strategies reviewed and approved by the Board (and Compensation Committee) during the review of the LRP.
Payouts are determined based on long-term performance - Management recommended and the Compensation Committee, in its sole discretion, selected employees to be participants in the 2017 LTIP grant.
Under the terms of the performance-based grants, 100% of the target award is in the form of RSUs granted under our 2012 Equity Plan, subject to vesting as described below. Additionally, participants are entitled to DERs with respect to the RSUs to the extent that any cash dividends or cash distributions (regular or otherwise) are paid with respect to our common stock during the 2017-2019 performance period. The DERs are subject to the same vesting restrictions as the RSUs as to howwhich they relate, such that the DERs are paid and are only paid to the extent the applicable performance criteria underlying the RSUs have been attained. Vested RSUs will be settled in the CompanyCompany's common stock and vested DERs will be paid in a lump sum cash payment with accrued interest, in each case, subject to income and employment tax withholding. The Compensation Committee believes that performance-based RSUs link long-term compensation for our executives to our Company’s operational and stock price performance as RSUs are earned only if pre-established performance goals are met and, if earned, are settled in shares of the Company’s common stock upon vesting.
Performance criteria
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Similar to the STIP, straight-line interpolation is used to determine payouts for LTIP awards when 1) the actual performance is between the threshold performance level and target performance level or 2) the actual performance is between the target performance level and the maximum performance level. There is no LTIP payout if achievement is below the threshold performance level. Payments under the 2011 LTIP consistedare contingent upon continued employment, though pro rata payments will be made in the event of death or disability based on actual performance at the triggering event date relative to targeted performance measures for each program. Further, if an executive’s employment is involuntarily terminated (other than for cause), the executive will be eligible to receive a pro rata payment of the Company achieving cumulative consolidated revenue of $827.6 millionLTIP for the performance period with a minimum 2014 software revenueyear of $55.8 milliontermination, subject to the execution of an appropriate release and cumulative consolidated OCF of $207.1 million with a minimum consolidated OCF of $28.6 million for 2014. (For purposes of calculating OCF, severance, restructuringother applicable and impairment expenses are excluded.) Revenue and OCF were afforded equal weight in determining attainmentcustomary termination procedures.
The Compensation Committee actively considers the appropriate size of the pay opportunity each year in light of the evolving nature and size of the business. The Compensation Committee determines the threshold, target and maximum payouts for each performance criteria.criterion based on the Compensation Committee's understanding of the Company's LRP and the expectations for 2017. Based on this understanding the Compensation Committee also establishes the relative weighting for each performance criteria with operations bookings afforded the most significant weighting (see "Description of the LTIP Performance Criteria").
The 2011following table summarizes the performance criteria of the 2017 performance-based LTIP awards providedgrant for the 2017-2019 performance period:
2017 performance-based LTIP Grant
Item # Weighting 
2017-2019 Performance Period Criteria(1)
1 20% Cumulative Wireless Revenue
2 30% 
Cumulative Adjusted Operating and Capital Expenses(2)
3 50% 
Cumulative Software Operations Bookings(3)
Total 100%  
(1)The Compensation Committee selected the performance criteria as key measures in determining stockholder value. The relative weight assigned to each performance measure reflects the judgment of the Compensation Committee as to the importance each measure has to stockholder value.
(2)Operating expenses less depreciation, amortization and accretion expense, less severance, less stock based compensation, plus capital expense (all calculated in accordance with U.S. GAAP).
(3)Software operations bookings represent contractual arrangements to provide software licenses, professional services and equipment sales. These contractual arrangements (bookings) represent future revenue.
The 2017 LTIP grants provide that the awardgrant will vest and be paid only if the minimum thresholds for the applicable performance criteria for the 2017-2019 performance period are achieved and will be forfeited if the minimum thresholds for the applicable performance criteria for the 2017-2019 performance period are not achieved. The 2011 LTIP does not provide any opportunity to earn awards greater than the target level and recipients of awards are not eligible to receive any partial award payments if the performance targets are achieved at a level of less than 100%. Participants will generally forfeit all rights with respect to RSUs and DERs awarded under the 20112017 LTIP grant if they terminate with cause or voluntarily separate before the payment date.date, subject to employment agreement provisions for our CEO. The 20112017 LTIP awards weregrants will be paid in March 20152020 after filing our 2014 Annual Report on Form 10-K for the year ended December 31, 2019 with the SEC. The Company believes that current disclosure of the amounts of the performance criteria for the 2017-2019 performance period would be competitively harmful by providing the Company’s competition with detailed insight into the Company’s intentions and expectations. The Company will provide the details of the performance criteria for the 2017-2019 performance period upon completion of the 2017-2019 performance period in its 2019 Annual Report on Form 10-K and in its 2020 Proxy Statement.


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The following table below details the achievement of the pre-established performance criteria that allowed for payment of the vested RSUs in common stock of the Company in March 2015 after filing our 2014 Annual Report with the SEC.performance-based grants awarded to all eligible employees, including NEOs:
2011 LTIP Performance Criteria ($ in 000s):  
 Target
Achievement
Cumulative Consolidated Revenue (2011 – 2014)(1)
$827,556$866,468
Cumulative Consolidated Operating Cash Flow (2011 -2014)(2)
207,110
222,729
Minimum 2014 Software Revenue55,767
67,871
Minimum 2014 Operating Cash Flow28,569
38,644
NEORSUs Awarded (Performance-Based)
Value at Grant Date(1)
Market Value at Year-End(2)
Vincent D. Kelly38,554
799,996603,370
Hemant Goel12,048
249,996188,551
Michael W. Wallace(3)
7,355
134,229115,106
Thomas G. Saine4,969
103,12877,765
Bonnie K. Culp-Fingerhut4,066
84,37063,633
(1)Cumulative Consolidated Revenue includes software revenue for
The fair values of the period April 1, 2011 throughRSUs awarded were calculated at $20.75, the closing price of the Company's common stock on December 31, 2014 and excludes30, 2016, the impacttrading day prior to the date of any fair value write down of deferred revenue due to acquisition accounting.grant.
(2)OCF is defined as operating income plus severance and restructuring expenses, plus depreciation, amortization and accretion expenses less purchases of property and equipment all determined in accordance with U.S. GAAP.

We used the fair-value based method of accounting for the 2011 LTIP. Additional information on the 2011 LTIP can be found in the 2014 Annual Report under “Spok Holdings, Inc. Equity Incentive Plan”. The table below details the grants that were made pursuant to the 2011 LTIP for the NEOs, all of which were made in 2013, except with respect to Mr. Balmforth. The RSUs awarded under the 2011 LTIP vested on December 2014 based on the achievement of the pre-established performance goals. These awards were paid in March 2015.
NEOJob Title
2011 LTIP Award ($)(1)
Number of RSUs(2)
Fair Value at Grant Date ($)(3)
Vincent D. KellyCEO3,000,000216,0343,011,787
Shawn E. EndsleyCFO281,25024,079270,166
Colin M. BalmforthPresident599,59050,598566,698
Bonnie K. Culp-FingerhutEVP-HR and Administration227,90819,512297,857
Thomas G. SaineCIO309,37526,487297,184

(1)The value
Market or payout values of the initial 2011 LTIP award wasunvested RSUs were based on a multiple of the respective NEO’s annual STIP target and was used to determine the number of RSUs to be awarded toand our closing stock price at December 31, 2017 of $15.65. The RSUs are convertible into shares of the NEO. On July 23, 2013,Company’s common stock if the Compensation Committee andpre-established performance criteria for the Board granted an additional LTIP award to Mr. Kelly totaling $2,100,000.
(2)The number of RSUs initially awarded to Mr. Kelly was 77,054 RSUs on January 23, 2013 and an additional 138,980 RSUs were awarded to Mr. Kelly on July 23, 2013 pursuant to his amended employment agreement.2017-2019 performance period are achieved.
(3)The fair valuesIn connection with the commencement of the initial RSUshis employment, Mr. Wallace was awarded to Messrs. Kelly, Endsley, Saine and Ms. Culp were calculated at $11.22 per share, our closing stock price on the date of grant on January 23, 2013. The initiala pro-rated number of time-based RSUs to be awarded was determined prior tounder the date of grant. The initial 2011 LTIP award was amortized ratably over 24 months for Messrs. Kelly, Endsley, Saine and Ms. Culp as compensation expense.2017 LTIP. The fair value of the additional RSUs awarded to Mr. Kellywhich was calculated at $15.45 per share, our$18.25, the closing price of the Company's stock price on March 26, 2017, the date oftrading day prior to the grant on July 23, 2013 anddate.

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was amortized ratably over 18 months as compensation expense. The fair value ofperformance-based grants noted in the RSUs awarded to Mr. Balmforth was calculated at $11.20 per share, our closing stock price on December 27, 2012. The 2011 LTIP award was amortized ratably over 28 months for Mr. Balmforth as compensation expense. The RSUs awarded under the 2011 LTIP vestedtable above will vest on December 31, 2014, based on2019 if the achievement ofminimum thresholds for the pre-established performance criteria and continued employment through that date.goals for the 2017-2019 performance period are achieved.
Termination and Change of Control Arrangements
At this time, we do not have written employment agreements with our executives except for Mr. Kelly, our CEO, and Mr. Balmforth, President of our Operating Subsidiary.CEO. For purposes of retention the Compensation Committee believed that employment agreements with Messrs. Kelly and Balmforth were necessary. Mr. Balmforth entered into an employment agreement with the Company on June 17, 2014.Mr. Kelly was necessary. We believe that providing severance to each of our executives, including NEOs, is an important retention tool and provides security to the executives with respect to their terms of employment. Our policies on severance are intended to provide fair and equitable compensation in the event of severancetermination of employment. We did not pay or accrue any paymentsamounts relating to termination of any NEO for the year ended December 31, 2014.2017. For a detailed description of the termination and change-in-control provisions refer to “Payments Upon Termination or Termination Due to Change in Control” on page 46.44.
OTHER CONSIDERATIONS
Stock Ownership Guidelines and Prohibitions on Hedging and Pledging
The Compensation Committee established stock ownership guidelines under which all Executive Officers,executive officers, including NEOs, are expected to hold common stock until his or her termination of employment in an amount equal to a multiple of salary, as determined by position. Basedposition, which is based on our peer group analysis ourconducted in prior years. Our CEO is expected to hold 3three times his annual salary and at March 31, 2014April 1, 2018 held 9in excess of 8 times his annual salary in shares of the Company’s common stock.stock and RSUs. Each Executive Officerexecutive officer is expected to hold 1one times their annual salary in shares of common stock.stock and RSUs and has three years to fulfill this obligation. If the stock price declines, Executive Officersexecutive officers may hold the fixed number of shares based on the stock price at program commencement.
Stock ownership includes shares over which the executive has direct or indirect ownership or control, including RSUs. We expect executives to meet their ownership guidelines within 3three years of becoming subject to the guidelines (or 3three years from a subsequent promotion date and resulting increase in ownership requirements). As of December 31, 2014,2017, all of our NEOsexecutive officers, except for Ted Peterman, Controller, exceeded their stock ownership requirements. Mr. Peterman has three years from his date of promotion to Controller on May 1, 2017 to fulfill this requirement.
We do not permit our Executive Officersexecutive officers to engage in hedging or pledging activities with respect to Company shares.

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Tax and Accounting Considerations
In addition to our executive compensation objectives and design principles, we consider tax and accounting treatment when designing and administering our executive compensation program. One important tax consideration is Code Section 162(m), which limits our ability to deduct (for tax purposes) compensation paid to any covered employee to $1.0 million annually. Covered employees include the principal executive officer and the Company’s next three highest paid executive officers, other than the Company’s principal financial officer.
The $1 million deduction limit does not apply, however, to “performance-based compensation” as that term is defined in the Code and the applicable regulations. The Compensation Committee recognizes the possibility that if the amount of the base salary and other compensation of an NEO exceeds $1 million, it may not be fully deductible for Federal income tax purposes. Our equity plans contains features that are

42


intended to allow us to make awards of performance based compensation that will be deductible without regard to the Code’s $1 million deductibility cap. In future years, we may seek to structure STIP and LTIP awards for our CEO and other executive officers as “qualified performance based compensation” under the Code. However, the Compensation Committee may determine at any time to provide for the payment of amounts that will not be fully deductible by us and we have not historically sought to structure our incentive compensation programs as “performance-based compensation” for purposes of Code Section 162(m). In addition, due to various technical requirements relating to “performance-based compensation,” even with respect to compensation that we intend to constitute “performance-based compensation,” we cannot provide assurance that all such requirements will be met.
The Compensation Committee does not believe compensation decisions should be necessarily constrained by how much compensation is deductible for federal income tax purposes. As a result the Compensation Committee has authorized, and retains the discretion (in the exercise of its business judgment) to authorize, payments that may not be deductible if it believes that they are in the best interests of our stockholders. Such determinations include, for example, payment of a salary to an officer that exceeds $1.0 million, with the result that a portion of such officer’s salary exceeds the deductibility limit. Similarly, a covered officer’s compensation may exceed the $1.0 million deductibility limit due to other elements of annual compensation, such as vesting of certain RSUs, dividends or DERs paid on certain RSUs.
“Clawback” Policy Regarding the Adjustment or Recovery of Compensation
We have a “clawback” policy providing for the adjustment or recovery of compensation in certain circumstances. If the Board or the Compensation Committee determines that, as a result of a restatement of our financial statements, an executive received more compensation than would have been paid absent the incorrectrestated financial statements, the Board or Compensation Committee may in its discretion, take such action as it deems necessary or appropriate to address the events that gave rise to the restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, requiring partial or full reimbursement of any bonus or other incentive compensation paid to the executive, causing the partial or full cancellation or adjustment of the future compensation of such executive and dismissing or taking legal action against the executive, in each case as the Board or the Compensation Committee determines to be in the best interests of the Company and our stockholders. Our RSU award agreements also include similar “clawback” provisions.
Hedging and Pledging Policy
We have a "hedging and pledging" policy restricting all directors and executive officers from, directly or indirectly, purchasing any security whose value derives from an equity security of the Company or any similar financial instrument that is designed to hedge or offset any decrease in market value of any equity securities of the Company. In addition, all directors and executive officers are prohibited to pledge equity securities of the Company as collateral for a loan or otherwise hold equity securities of the Company in a margin account.

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COMPENSATION TABLES
BACKGROUND
The Compensation Tables for 2017 include compensation information for all of the NEOs, which include Messrs. Kelly, Goel, Wallace, and Saine and Ms. Culp. Effective March 27, 2017, Mr. Michael Wallace was appointed CFO and effective September 30, 2017 Mr. Endsley, the former CAO, concluded his employment with Spok, Inc. Compensation details for Mr. Endsley as a former NEO have been included in the 2017 tables.
SUMMARY COMPENSATION TABLE FOR 20142017
The following Summary Compensation Table includes the values for the elements of compensation detailed above. The Summary Compensation Table includes values for contingent compensation, such as unvested equity awards. The NEOs may never realize the value of certain items included under the column headed “Total” (as is the case in recent years), or the amounts realized may differ materially from the amounts listed in the Summary Compensation Table and related footnotes.
Summary Compensation Table for 20142017
     Stock or RSU AwardsNon-Equity Incentive Plan Compensation  
 NEOJob TitleYear
Salary
($)(1)
LTIP
Awards
($)(2)
STIP
Awards
($)
STIP
Awards
($)(3)
LTIP
Awards
($)
All Other
Compensation
($)(4)
Total
Compensation
($)
 Vincent D. Kelly 2014600,000—
—
675,000—
209,9261,484,926
 CEO2013600,0003,011,787
—
644,400—
27,1024,283,289
  2012600,000—
538,790
538,800900,000
486,7063,064,296
 Shawn E. Endsley 2014250,000—
—
210,938—
31,611492,552
 CFO2013250,000270,166
—
201,375—
6,923728,464
  2012210,577—
—
143,257188,708
94,999637,541
 
Colin Balmforth(5)
President2014350,000—
—
295,313—
57,650702,963
 2013350,000—
—
281,925—
6,863638,788
 
Bonnie K. Culp-Fingerhut(6)
EVP, HR & Administration2014202,585—
—
170,931—
24,113397,629
 
 Thomas G. Saine 2014275,000—
—
232,031—
33,539540,570
 CIO2013275,000297,184
—
245,231—
6,863824,278
  2012275,000—
—
185,213309,375
163,576933,164

     Stock AwardsNon-Equity Incentive Plan Compensation  
NEOJob TitleYear
Salary
($)(1)
Bonus
($)
LTIP
Awards
($)(2)
STIP
Awards
($)(4)
All Other
Compensation
($)(5)
Total
Compensation
($)
Vincent D. KellyCEO2017600,000—
1,599,992
541,200
27,890
2,769,082
2016600,000—
1,375,534
644,400
27,517
2,647,451
2015623,077—
1,499,991
451,200
29,762
2,604,030
Hemant GoelPresident, Spok Inc.2017350,000—
499,992
315,700
7,302
1,172,994
2016350,000—
275,100
375,900
7,177
1,008,177
2015350,962—
301,950
254,701
151,258
1,058,871
Michael W. Wallace(3)
CFO2017262,500125,000
488,476
181,636
47,962
1,105,574
Thomas G. SaineCIO2017275,000—
206,235
186,038
7,643
674,916
2016275,000—
189,134
221,513
7,163
692,810
2015285,577—
206,237
155,100
7,198
654,112
Bonnie K. Culp-FingerhutEVP HR2017225,000—
168,740
152,213
7,825
553,778
2016225,000—
154,745
181,238
9,141
570,124
2015210,377—
151,935
114,258
6,323
482,893
Former NEO        
Shawn E. EndsleyFormer CAO2017192,308—
187,498
168,661
6,840
555,307
2016250,000—
171,931
201,375
8,069
631,375
2015259,615—
187,488
141,000
8,270
596,373
(1)Amounts shown represent base salaries earned for the applicable year. For 2015 all employees of the Company including the NEOs, received one additional biweekly payment due to a payroll leap year.
(2)The fair values of the initial RSUs awarded in 2013 to Messrs. Kelly, Endsley and Saine were calculated at $11.22 per share, our closing stock price on the date of grant on January 23, 2013 were amortized over 24 months (January 2013 through December 2014).
The fair value of the additionalperformance-based RSUs awarded to Mr. Kelly wasin 2017 is based on the probable outcome of the performance conditions on the grant date and calculated at $15.45$20.75 per share, ourthe closing price of the Company's common stock price on December 30, 2016, the trading day prior to the date of grant on July 23, 2013 andgrant. Assuming maximum outcomes for 2017, the award was amortized over 18 months (July 2301 through December 2014). Mr. Balmforth was awarded RSUs underwould be approximately 135% of the 2011 LTIPvalues noted in September 2012 but he was not considered a NEOthe table above. For 2015 and 2016 the probable and maximum outcome are the same. Grant date fair values were determined in 2012.accordance with FASB ASC Topic 718. For additional information, refer to the footnotes of the audited financial statements that were included in the Company's 2017 Annual Report on Form 10-K.
(3)Amounts shown representMr. Wallace became the compensation expense for the portionChief Financial Officer of the annual STIP awards paid in cash. For 2014Company on March 27, 2017 and 2013, all STIP payments were made 100% in cash. For 2012 all STIP paymentsas agreed he was granted 14,711 RSUs at a grant date fair value of $18.25 based on the closing price of the Company's common stock on March, 24, 2017 as part of a pro-rated LTIP award for our NEOs were paid in cash, except that pursuant to2017. In connection with the commencement of his employment, agreement,a one-time award of 12,535 RSUs with a grant date fair value of $220,000 was issued to Mr. Kelly received 50%Wallace on July 17, 2017. Refer to the "Long-Term Incentive Compensation" section for additional details. Additionally, in connection with the commencement of his annual STIP award in sharesemployment, Mr. Wallace was awarded a one-time cash bonus of the Company’s common stock. In 2012 Mr. Endsley received a prorated amount of the 2012 STIP targeted increase based on his salary increase in 2012.$125,000.
(4)Additional information is providedAmounts shown represent annual STIP awards paid in the “All Other Compensation” table below.cash.
(5)Mr. Balmforth was hired on September 19, 2012 and became an NEOAdditional information is provided in 2013.
(6)Ms. Culp was hired on September 2, 1997 and became an NEO in 2014.the "All Other Compensation" table below.



4442



ALL OTHER COMPENSATION TABLE FOR 2014

2017
The following table summarizes all other compensation for the NEOs for the years ended December 31, 2014, 2013 and 2012:2017:
All Other Compensation Table for 20142017
NEOJob TitleYear
Perquisites($)(1)
Insurance Premiums($)Company Contribution to Defined Contribution Plans ($)
Dividend Equivalent Rights ($)(2)
Total ($)
Vincent D. KellyCEO201421,088
1,032
6,500
181,306
209,926
201320,239
488
6,375
—
27,102
201223,101
170
6,250
457,185
486,706
Shawn E. EndsleyCFO2014—
1,032
6,500
24,079
31,611
2013—
913
6,010
—
6,923
2012—
170
5,490
89,339
94,999
Colin BalmforthPresident2014—
552
6,500
50,598
57,650
2013—
488
6,375
—
6,863
Bonnie K. Culp-FingerhutEVP, Human Resources and Administration2014—
1,212
3,387
19,514
24,113
Thomas G. SaineCIO2014—
552
6,500
26,487
33,539
2013—
488
6,375
—
6,863
2012—
170
6,250
157,156
163,576
NEOJob TitleYear
Perquisites($)(1)
Insurance Premiums($)Company Contribution to Defined Contribution Plans ($)Total ($)
Vincent D. KellyCEO201720,108
1,032
6,750
27,890
Hemant GoelPresident, Spok Inc.2017—
552
6,750
7,302
Michael W. WallaceCFO201744,967
235
2,760
47,962
Thomas G. SaineCIO2017—
1,032
6,611
7,643
Bonnie K. Culp-FingerhutEVP HR2017—
1,467
6,358
7,825
Former NEO      
Shawn E. EndsleyFormer CAO2017—
1,218
5,622
6,840
(1)All perquisite amounts shown in the table for Mr. Kelly were for car allowances.
(2)The 2009 and 2011 LTIPs provided that the participants (including NEOs)allowances, perquisite amounts for Mr. Wallace were entitledrelated to receive payment in cash of the dividend equivalent rights (DERs) on RSUs granted under the 2009 and 2011 LTIPs. Payment for the DERs was made in 2013 and 2015 after completion of the 2012 and 2014 annual audits, respectively, and filing of the 2012 and 2014 Annual Reports, respectively, with the SEC.
(3)Mr. Balmforth was not an NEO in 2012.
(4)Ms. Culp was not an NEO in 2012 or 2013.relocation expenses.

GRANTS OF PLAN-BASED AWARDS DURING 20142017
The following table sets forth the estimated possible non-equity (cash based) and equity incentive plan awards (performance-based RSUs) that were granted to the NEOs in 2014. No stock options or equity awards were granted in 2014 to the NEOs.2017.
Grants of Plan-Based Awards for 20142017
NEOJob TitleAward% of Base SalaryThreshold Payout ($)
 Target Payout
($) (1)
Maximum Payout ($)
Vincent D. KellyCEO2014 STIP100%442,500600,000757,500
Shawn E. EndsleyCFO2014 STIP75%138,281187,500236,719
Colin BalmforthPresident2014 STIP75%193,594262,500331,406
Bonnie Culp-FingerhutEVP, HR & Administration2014 STIP75%112,055151,939191,823
Thomas G. SaineCIO2014 STIP75%152,109206,250260,391

45



   
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)
 
Estimated Possible Payouts Under Equity Incentive Plan Awards(2)
 All Other Stock Awards: Number of RSUs 
Grant Date Fair Value
($)(5)
NEO
Award(3)
 
Threshold
($)(4)
Target
($)
Maximum
($)
 
Threshold
(#)
Target
(#)
Maximum
(#)
  
Vincent D. Kelly2017 STIP 240,000
600,000
715,500
 —
—
—
 —
 —
2017 LTIP (time) —
—
—
 —
—
—
 38,554
 799,996
2017 LTIP (performance) —
—
—
 30,843
38,554
53,397
 —
 799,996
Hemant Goel2017 STIP 140,000
350,000
417,375
 —
—
—
 —
  
2017 LTIP (time) —
—
—
 —
—
—
 12,048
 249,996
2017 LTIP (performance) —
—
—
 9,638
12,048
16,686
 —
 249,996
Michael W. Wallace2017 STIP 105,000
262,500
313,031
 —
—
—
 —
  
2017 LTIP (time) —
—
—
 —
—
—
 19,891
 354,247
2017 LTIP (performance) —
—
—
 5,884
7,355
10,187
 —
 134,229
Thomas G. Saine2017 STIP 82,500
206,250
245,953
 —
—
—
 —
  
2017 LTIP (time) —
—
—
 —
—
—
 4,969
 103,107
2017 LTIP (performance) —
—
—
 3,975
4,969
6,882
 —
 103,128
Bonnie K. Culp-Fingerhut2017 STIP 67,500
168,750
201,234
 —
—
—
 —
  
2017 LTIP (time) —
—
—
 —
—
—
 4,066
 84,370
2017 LTIP (performance) —
—
—
 3,253
4,066
5,631
 —
 84,370
Former NEO             
Shawn E. Endsley2017 STIP 75,000
187,500
209,859
 —
—
—
 —
 —
2017 LTIP (time) —
—
—
 —
—
—
 4,518
 93,749
2017 LTIP (performance) —
—
—
 3,614
4,518
6,257
 —
 93,749
(1)
Amounts represented therepresent full year cash awards, excluding reductions due to prorated awards, under the 20142017 STIP for the NEOs. The actual payments were 112.5%equal to 90.2% of the eligible 20142017 STIP target award.award and are reflected in the "Short-Term Incentive

43


Compensation" section and in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.
(2)
Amounts represent the RSUs awarded under the performance based 2017 LTIP to the NEOs in 2017. The RSUs are convertible into shares of the Company's common stock if the pre-established performance goals of the 2017 LTIP are achieved. The performance period of the 2017 LTIP is the three year period ending December 31, 2019.
(3)All equity awards were granted on January 3, 2017 with the exception of Mr. Wallace's awards which were granted on March 27, 2017 in connection with the commencement of his employment and a subsequent one-time award of 12,535 RSUs granted on July 17, 2017.
(4)The amount shown in the "Threshold" column represents the amount that would have been paid to the NEO for 2017 if we had achieved the minimum level of each financial performance objective and did not meet either operational performance objective. Additional details are reflected in the "Short-Term Incentive Compensation" section.
(5)
Amounts represent the grant date fair value based upon the probable outcome of the underlying performance conditions, if applicable, as of the grant date, calculated in accordance with FASB ASC Topic 718.For additional information, refer to footnotes of the audited financial statements that were included in the Company's 2017 Annual Report on Form 10-K.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 20142017
At December 31, 2014,2017, the following RSUs are outstanding for the NEOs:
Outstanding Equity Awards at December 31, 20142017
Stock Awards
 Equity Incentive Plan Awards:
Number of Unearned RSUs That Have Not Vested (#)(1)
Market or Payout Value of Unearned RSUs That Have Not Vested ($)(2)
Equity Incentive Plan Awards:
NEOJob Title
Number of Unearned RSUs That Have Not Vested (#)(1)
Market or Payout Value of Unearned RSUs That Have Not Vested ($)(2)
Number of Unearned RSUs That Have Not Vested (#)(3)
 
Market or Payout Value of Unearned RSUs That Have Not Vested ($)(2)
Vincent D. KellyCEO216,034
3,750,350
25,703
402,252
30,843
(4) 
482,693

 40,939
(3) 
640,695
Hemant Goel8,032
125,701
9,638
(4) 
150,835
 8,188
(3) 
128,142
Michael W. Wallace17,439
272,920
5,884
(4) 
92,085
Thomas G. Saine3,313
51,848
3,976
(4) 
62,224
 5,629
(3) 
88,094
Bonnie K. Culp-Fingerhut2,711
42,427
3,253
(4) 
50,909
 4,606
(3) 
72,084
   
Former NEO   
Shawn E. EndsleyCFO24,079
418,011
—
—
2,269
(3) 
35,510
Colin BalmforthPresident50,598
878,381
Bonnie Culp-FingerhutEVP, HR & Administration19,512
338,728
Thomas G. SaineCIO26,487
459,814
(1)Represents the RSUs awarded on January 3, 2017. The RSUs were awarded underare convertible into shares of the 2011 LTIPCompany's common stock based on January 22, 2014, except fora three year vesting period. RSUs awarded to Mr. Balmforthvest in September 2012 upon his employment with the Company.equal annual installments on December 31, 2017, 2018 and 2019.
(2)
Market or payout values of the unvested RSUs were based on our closing stock price at December 31, 20142017 of $17.36.$15.65.
(3)Represents the threshold number of performance-based RSUs awarded under the LTIP on January 28, 2016. The RSUs are convertible into shares of the Company’sCompany's common stock if the pre-established performance goals ofare achieved over the 2011 LTIP are achieved. The performancethree year period of the 2011 LTIP was completedending on December 31, 2014.2018.
(4)Represents the threshold number of performance-based RSUs awarded under the LTIP on January 3, 2017. The paymentRSUs are convertible into shares of the 2014 RSUs wasCompany's common stock if the pre-established performance goals are achieved over the three year period ending on December 31, 2019.

44


STOCK AWARDS VESTED IN 2017
The following table shows information regarding stock awards that vested during 2017 with respect to our NEOs. Amounts earned based on performance through the end of 2017 were not paid until after filing of the 2017 Annual Report on March 1, 2018 and upon the Board's determination that the applicable performance goals were met. Based on the Board's assessment, only 50% of the performance based RSUs, which were granted in 2015 and vested on December 31, 2017, would be paid in common stock based on performance of the company between 2015 and 2017.

 Stock Awards
NEONumber of Shares Acquired upon Vesting (#)
Value Realized on Vesting ($)(1)
Vincent D. Kelly56,053
877,229
Hemant Goel12,764
199,757
Michael W. Wallace2,452
38,374
Thomas G. Saine7,596
118,877
Bonnie K. Culp-Fingerhut5,731
89,690
   
Former NEO  
Shawn E. Endsley4,192
65,605
(1)
Amounts shown are based on the closing price of our common stock of $15.65 on December 31, 2017, the date shares were vested. Payment in shares of the Company's common stock were made in March 2018 after filing of the 2014 annual audit had been completed and the 2014Company's Annual Report had been filedon Form 10-K for the year ended December 31, 2017 with the SEC for performance-based awards and the Compensation Committee determined the performance criteria had been attained.in January 2018 for time-based awards.
The following table details the achievement of the pre-established performance criteria that allowed for partial payment of the vested RSUs in common stock of the Company in March 2018 after filing our 2017 Annual Report with the SEC.
Item #2015-2017 Performance Period Criteria ($ in 000s)Relative WeightTargetAchievementWeighted Actual Payout
1
Cumulative Consolidated Revenue (2015-2017)(1)
50%$501,581
$540,364
50%
2
Minimum 2017 Consolidated Revenue(1)
156,397
171,175
3
Cumulative Consolidated Operating Cash Flow (2015-2017)(2)
50%83,394
85,346
0%
4
Minimum 2017 Operating Cash Flow(2)
24,571
16,921
 Total100%  50%
(1)
Excludes the impact of any fair value write down of deferred revenue as a result of purchase accounting and expenses incurred in connection with acquisition due diligence or related activities.
(2)
Operating Cash Flow is defined as operating income plus severance and restructuring expenses, plus depreciation, amortization and accretion expenses less purchases of property and equipment all determined in accordance with U.S. GAAP.
(3)
Payout Conditions -
If performance criteria #s 1-4 are achieved, payout is at 100% of the 2015 LTIP award.
If only performance criteria #s 1 and 2 or only performance criteria #s 3 and 4 are achieved, payout is 50%.
If none of the performance criteria are achieved, payout is 0%.


PAYMENTS UPON TERMINATION OR TERMINATION DUE TO CHANGE IN CONTROL
We believe that providing severance to each of our executiveexecutives, including NEOs, is an important retention tool and provides security to the executives with respect to their terms of employment. Our policies on severance are intended to provide fair and equitable compensation in the event of involuntary termination of employment without cause. We did not pay or accrue any paymentsamounts relating to termination for the NEOs for the year ended December 31, 2014.2017.

45


Employment Agreement and Termination Arrangements – CEO
Mr. Kelly entered into an employment agreement with our Company on November 16, 2004, as amended on October 30, 2008; March 16, 2011; and July 29, 2013. The initial term of agreement ended on November 15, 2007, but was automatically renewed for an additional one-year period, in accordance with the terms of the agreement. In October 2008, the Compensation Committee renegotiated the CEO’s employment agreement. Following the renegotiation, the CEO’s employment agreement was amended and restated on October 30, 2008 to commence on November 16, 2008 and end on December 31, 2012, without a provision for automatic renewal.
On March 16, 2011, the Compensation Committee amended the employment agreement between our Company and Mr. Kelly. The changes to Mr. Kelly’s previously disclosed employment agreement, dated October 30, 2008, were: (i) an extension of the term of the agreement from December 31, 2012 to

46


December 31, 2014; (ii) an expansion of the two-year, post termination non-compete provision to cover mission critical communications software in connection with our acquisition of Amcom and (iii) deletion of a provision that provided a gross-up payment should an excise tax apply to a severance award upon termination following a change in control of the Company. There were no changes to the base salary or annual bonus terms.
On July 29, 2013, for purposes of retention, the Compensation Committee further amended the employment agreement between our Company and Mr. Kelly. The changes to Mr. Kelly’s previously disclosed employment agreement dated March 16, 2011 were: (i) an extension of the term of the agreement from December 31, 2014 to December 31, 2017; (ii) a change in the annual bonus target from 200% of Mr. Kelly’s base salary to 100% of Mr. Kelly’s base salary with the annual bonus payable in cash; and (iii) addition of a long-term equity incentive provision that provides for the award of additional equity or equity-based compensation under such plans existing at the time in an amount equal to not less than $6,600,000 in the aggregate (which amount is intended to represent the sum of (a) $1,050,000 for each of calendar years 2013 and 2014 and (b) $1,500,000 for each of calendar years 2015, 2016 and 2017) subject in each case to Mr. Kelly’s continued employment with the Company through the applicable date of grant. There was no change to Mr. Kelly’s base salary.
Under the amended and restated employment agreement, Mr. Kelly receives a stated annual base salary of $600,000 and is eligible to participate in all of our benefit plans, including fringe benefits available to our senior executives, as such plans or programs are in effect from time to time, and use of an automobile. The Board shall reviewreviews Mr. Kelly’s base salary annually and may increase, but not decrease, the amountsamount of his base salary. In addition to base salary, Mr. Kelly is eligible for an annual STIP compensationbonus target equal to 100% of base salary based on achievement of certain performance targets set by the Board or a committee thereof; provided that Mr. Kelly is employed by the Company on December 31 of the applicable calendar year and he has not voluntarily terminated his employment inwith the Company prior to the date such annual STIPbonus is payable. As provided in the July 29, 2013 amendment to his employment agreement, theThe annual STIP compensationbonus shall be payable in cash.
Under the amended and restated employment agreement, we are no longernot obligated to pay to Mr. Kelly a gross-up payment for any payment received or to be received by Mr. Kelly in connection with his termination of employment or contingent upon a change in control of the Company that is subject to any excise tax.
The amended and restated employment agreement contains a covenant restricting Mr. Kelly from soliciting and hiring employees of the Company and its subsidiaries (both wireless and software businesses) and from competing against the Company and its subsidiaries (both wireless and software businesses) during Mr. Kelly’s employment and for a period of two years after the date of termination (as defined in the employment agreement) for any reason.
Under the amended and restated employment agreement, wethe agreement may terminate such agreementbe terminated with 30 days written notice at any time if Mr. Kelly is disabled (as defined in the employment agreement) for a period of six months or more; at any time with “cause” (as defined in the employment agreement); and at any time without cause upon notice from the Company. Mr. Kelly may terminate such agreement with our Company at any time upon 60 days written notice to the Company. Furthermore, the employment agreement may be terminated by mutual agreement of the parties and shall automatically terminate upon Mr. Kelly’s death.
Disability. The employment agreement provides that in the eventfor termination as a result of disability, until the termination date, following the use of all accrued sick and personal days, we shall pay Mr. Kelly:

47


(1)A disability benefit equal to 50% of the base salary during the disability period;period in lieu of payment of his base salary;
(2)All other unpaid amounts under any Company fringe benefit and incentive compensation programs, at the time such payments are due;due, subject to the terms and conditions of the applicable Company fringe benefit or incentive compensation plan or program;
(3)An amount equal to the product of (i) the number of years (and/or fraction thereof) remaining in the term of the employment agreement as of the date of termination,two times (ii) the full base salary then in effect that would have been payable through the expiration of the term (December 31, 2017), payable in a lump sum within 45 days after thesuch date of termination; and
(4)An amount equal to the product of (i) a fraction based on the prorated number of days earned in the calendar year as of the date of termination,disability, times (ii) the annual STIP target amount payable within 45 days after the date of termination.
Any payments made to Mr. Kelly during the disability period shall be reduced by any amounts paid or payable to him under our disability benefit plans.
Death. The employment agreement provides that upon death, Mr. Kelly’s estate will be entitled to:
(1)Base salary through the date of death;
(2)All other unpaid amounts under any Company fringe benefit and incentive compensation programs, at the time such payments are due;due, subject to the terms and conditions of the applicable Company fringe benefit or incentive compensation plan or program;
(3)An amount equal to the product of (i) the number of years (and/or fraction thereof) remaining in the term of the employment agreement as of the date of death,two times (ii) the full base salary then in effect that would have been payable through the expiration of the term (December 31, 2017), payable in a lump sum within 45 days after the date of death; and
(4)An amount equal to the product of (i) a fraction based on the prorated number of days earned in the calendar year as of the date of death, times (ii) the annual STIP target amount payable within 45 days after the date of termination.

46


Termination without Cause or For Good Reason. The employment agreement provides that upon a termination of employment, either by the Company without cause or by Mr. Kelly for good reason (as defined in the employment agreement), he will be entitled to:
(1)Base salary through the date of termination payable within 10 business days;
(2)All other unpaid amounts under any Company fringe benefit and incentive compensation programs, at the time such payments are due;
(3)An amount equal to the product of (i) the greater of (x) two years or (y) the number of years (and/or fraction thereof) remaining in the term of the employment agreement as of the date of termination, times (ii) the full base salary then in effect, payable in a lump sum within 45 days after the date of termination;
(4)An amount equal to the annual STIP target for the calendar year in which the termination occurs, payable within 45 days after the date of termination;
(5)An amount equal to the product of (i) a fraction based on the prorated number of days earned in the calendar year as of the date of termination, times (ii) the annual STIP target amount payable within 45 days after the date of termination;
(6)Reimbursement of the cost of continued group health plan benefits in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for 18 months, to the extent elected by the CEO and to the extent the CEO is eligible and subject to the terms of the plan and the law;
(7)Reimbursement for expenses reasonably incurred by Mr. Kelly in securing outplacement services through a professional person or entity of his choice, subject to the approval of the Company, at a level commensurate with Mr. Kelly’s position, for up to one year commencing on or before the one-year anniversary of the date of termination at his election, not to exceed $35,000; and

48


Company, at a level commensurate with Mr. Kelly’s position, for up to one year commencing on or before the one-year anniversary of the date of termination at his election, not to exceed $35,000; and
(8)Full vesting of any unvested equity awards.
Effective as of January 1, 2017, the Company entered into a new employment agreement with Mr. Kelly, which agreement has an initial term that ends on December 31, 2019. The terms of the new employment agreement are similar to those disclosed above, with the exception of the following: (i) deletion of a provision that provided minimum equity compensation each year, which was replaced with a provision by which an amount of annual equity compensation, subject to vesting criteria under the Company LTIP, will be determined by the Board of Directors; (ii) an expansion of the definition of Good Reason to include a change in Mr. Kelly's principal place of employment, as in effect on December 28, 2016 or as in effect after a subsequent change to which Mr. Kelly has agreed in writing, to a location more than 35 miles from his principal place of employment; (iii) a change to Mr. Kelly’s severance amount such that in the event of his termination without cause or resignation for good reason, he shall be entitled to receive (x) an additional one times his annual STIP target if such termination occurs within one year following a change of control and (y) reimbursement for COBRA costs for 24 months following termination; and (iv) in the event of Mr. Kelly’s termination due to his death or disability, he shall be entitled to receive an amount equal to two times his base salary, instead of receiving base salary payments until the expiration of the term of the agreement.
Assuming that the termination occurred on December 31, 20142017 and our closing stock price at December 31, 20142017 was $17.36,$15.65, the targeted payments to the CEO are set forth in the following table:

47


Vincent D. Kelly
CEO
 
Disability
($)(1)
 
Death
($)
 
Termination
without Cause or
For Good Reason
($)(2)
Other Income(3)
 175,000
 —
 —
Salary Benefit(4)
 1,800,000
 1,800,000
 1,800,000
Life Insurance(5)
 N/A
 250,000
 N/A
Accrued Vacation Pay(6)
 362,846
 327,964
 327,694
Health Benefits(7)
 —
 —
 25,087
2014 STIP (8)
 600,000
 600,000
 1,200,000
2011 LTIP (9)
 3,750,350
 3,750,350
 3,750,350
All Other Compensation(10)
 181,306
 181,306
 216,306
Total 6,944,502
 6,984,621
 8,121,015

Vincent D. Kelly
CEO
 
Disability
($)(1)
 
Death
($)(1)
 
Termination
without Cause or
For Good Reason
($)(1)
Employment Agreement Benefits      
Other Income(2)
 433,176
 —
 —
Salary and Lump Sum Benefits(3)
 1,450,000
 1,800,000
 2,400,000
Health Benefits(6)
 —
 —
 38,022
Total Compensation under Employment Agreement 1,883,176
 1,800,000
 2,438,022
       
Company Incentive Plans and Other Benefits      
Life Insurance(4)
 —
 250,000
 —
Accrued Vacation Pay(5)
 —
 285,271
 285,271
2017 STIP(7)
 541,200
 541,200
 541,200
2015 LTIP Award(8)
 676,127
 676,127
 676,127
2016 LTIP Award(9)
 422,854
 422,854
 640,688
2017 LTIP Award (time-based)(10)
 199,112
 199,112
 603,370
2017 LTIP Award (performance-based)(11)
 199,112
 199,112
 603,370
All Other Compensation(12)
 170,732
 170,732
 205,732
Total Compensation from Company Incentive Plans and Other Benefits 2,209,137
 2,744,408
 3,555,758
Total Compensation 4,092,313
 4,544,408
 5,993,780
(1)
For purposes of the Disability benefits, Mr. Kelly was assumed to be disabled on June 1, 2014 with2017 through a termination date of December 31, 2014.2017 (which includes 30 days written notice provided on December 1, 2017). For purposes of the "Death" and "Termination without Cause or For Good Reason" scenarios it was assumed death or termination was December 31, 2017.
(2)Under the amended and restated employment agreement dated March 16, 2011, we are no longer obligated to pay to Mr. Kelly a gross-up payment for any payment received or to be received by Mr. Kelly in connection with his termination of employment or contingent upon a change in control of the Company that is subject to any excise tax.
(3)
This amount assumed Mr. Kelly has been paid his pro rata base salary from January 1, 20142017 through December 31, 20142017 under the “Death” and “Termination without Cause or For Good Reason” scenarios. The payment to Mr. Kelly under the “Disability” scenario includedincludes a disability benefit equal to 50% of the base salary during the disability period, assumes the use of Mr. Kelly’sKelly's accrued sick and personal days as of May 31, 2014.2017 through termination on December 31, 2017, and reduces compensation by anticipated payments made under the Company's short and long term disability plans during the period of disability.
(3)These amounts represent the relevant lump sum payments pursuant to Mr. Kelly’s employment agreement and include the additional STIP target bonus amounts.
(4)These amounts represented the relevant payments of base salary through the contract date (December 31, 2017) pursuant to Mr. Kelly’s employment agreement.
(5)This represents a standard benefit available to all employees.
(6)(5)
This payment was based on accrued vacation hours at MayDecember 31, 20142017 under the “Disability” scenario and at December 31, 2014 under the"Disability", “Death” and “Termination without Cause or For Good Reason” scenarios. This payment is pursuant to Mr. Kelly’s employment agreement and the vacation policy for NEOs.
(7)(6)This was the cost of continuation of health benefits provided to Mr. Kelly. At his expense, Mr. Kelly or his beneficiary is entitled to continuation of health coverage pursuant to COBRA under the “Disability” or “Death” scenario. The amount reflected in the table under “Termination without Cause or For Good Reason” scenario represented reimbursement of the cost of continuation of health benefits provided to Mr. Kelly for 18 months.
(7)These amounts represent the actual amount of Mr. Kelly's 2017 STIP that was unpaid as of the date of termination, December 31, 2017.
(8)The Company performance for 2014 resulted in an STIP payoutThese amounts represent the actual amount of 112.5% for all eligible participants.Mr. Kelly's 2015 LTIP that was vested but unpaid as of the date of termination, December 31, 2017 based on our closing stock price on such date.
(9)
Pursuant to the terms underof the 20112016 LTIP award, Mr. Kelly was entitled to 100%66% of the target award underfor purposes of the 2011 LTIP."Disability" and "Death" scenarios. With respect to the "Termination without Cause or for Good Reason" scenario, Mr. Kelly receives accelerated vesting on the Date of Termination of any time-based conditions for any unvested equity awards. Payment of awards with performance obligations are not made until those requirements have been satisfied. The total RSUs awarded to Mr. Kelly for the 2016 LTIP award were 81,877, however, the table takes into consideration the anticipated vesting of 50% of the original award based on the performance criteria. The amounts represent the market values at December 31, 2017 for the RSUs that would have vested as of December 31, 2017under the 20112016 LTIP was 216,034 RSUs.award based on our closing stock price on such date of $15.65.
(10)AmountsPursuant to the terms of the 2017 LTIP award (time-based), Mr. Kelly was entitled to 33% of the target award for purposes of the "Disability" and "Death" scenarios. With respect to the "Termination without Cause or for Good Reason" scenario, Mr. Kelly receives accelerated vesting on the Date of Termination of any time-based conditions for any unvested equity awards. The

48


total RSUs awarded to Mr. Kelly for the 2017 performance-based LTIP award were 38,554. The amounts represent the market values at December 31, 2017 for the RSUs that would have vested as of December 31, 2017 under the 2017 LTIP award based on our closing stock price on such date of $15.65.
(11)
Pursuant to the terms of the 2017 LTIP award (performance-based), Mr. Kelly was entitled to 33% of the target award for purposes of the "Disability" and "Death" scenarios. With respect to the "Termination without Cause or for Good Reason" scenario, Mr. Kelly receives accelerated vesting on the Date of Termination of any time-based conditions for any unvested equity awards. Payment of awards with performance obligations are not made until those requirements have been satisfied. The total RSUs awarded to Mr. Kelly for the 2017 time-based LTIP award were 38,554. The amounts represent the market values at December 31, 2017 for the RSUs that would have vested as of December 31, 2017 under the 2017 LTIP award based on our closing stock price on such date of $15.65.
(12)
The amount reflected under the “Disability” and “Death” scenarios consisted“Termination without Cause or For Good Reason” scenario consists of the prorated cashmaximum reimbursement for outplacement services of $35,000 and dividends earned through December 31, 20142017 (excluding interest earned) for the RSUs awarded to Mr. Kelly under the 2011 LTIP. The amount reflected under “Termination without Cause or2015, 2016, and 2017 LTIP grants. For Good Reason” scenario consistedpurposes of the maximum reimbursement for outplacement services"Disability" and "Death" scenarios the amounts reflected consist of $35,000 and the prorated dividends earned through December 31, 20142017 (excluding interest earned) for the RSUs awarded to Mr. Kelly under the 2011 LTIP.


49


Employment Agreement and Termination Arrangements – President
On June 17, 2014 (the “Effective Date”), the Company entered into an employment agreement (the “President’s Employment Agreement”) with Mr. Balmforth, by which Mr. Balmforth shall be employed by Spok, Inc., a wholly owned subsidiary2015, 2016, and 2017 LTIP grants. The dividends earned by Mr. Kelly related to the 2016 LTIP awards take into consideration the anticipated vesting of the Company (the “Subsidiary”). The President’s Employment Agreement has a three year term, which commences on the Effective Date and ends on June 16, 2017.
Under the President’s Employment Agreement, Mr. Balmforth receives a stated annual base salary of $350,000 and is eligible to participate in all of the Company’s and Subsidiary’s benefit plans, including fringe benefits available to senior executives, as such plans or programs are in effect from time to time. The Board or a committee thereof shall review Mr. Balmforth’s base salary annually and may increase, but not decrease, the amount of his base salary. In addition to base salary, Mr. Balmforth is eligible for an annual STIP compensation target payment equal to 75% of base salary based on achievement of certain bonus targets set by the Board or a committee thereof; provided that Mr. Balmforth is employed by the Subsidiary, the Company or any Company Affiliate on December 31 of the applicable calendar year and he has not voluntarily terminated his employment prior to the date such annual STIP is payable. Mr. Balmforth is eligible to participate in an equity incentive plan at a level commensurate with his position as determined by the Board or the Compensation Committee.
Under the President’s Employment Agreement, we are not obligated to pay Mr. Balmforth a gross-up payment for any payment received or to be received by Mr. Balmforth in connection with his termination of employment or contingent upon change in control of the Company that is subject to any excise tax.
The President’s Employment Agreement contains covenants restricting Mr. Balmforth from soliciting customers, suppliers or business contacts of the Company or its Affiliates, hiring employees or contractors of the Company or its Affiliates and from competing against the Company or its Affiliates during Mr. Balmforth’s employment for a period of two years after the termination of Mr. Balmforth’s employment for any reason.
Under the President’s Employment Agreement, the Company may terminate such agreement with 10 days written notice at any time without “cause” (as defined in the President’s Employment Agreement) or if Mr. Balmforth is “disabled” (as defined in the President’s Employment Agreement); and at any time with cause upon immediate written notice from the Company. Mr. Balmforth may terminate such agreement at any time upon 10 days written notice to the Company. Furthermore, the Employment Agreement shall automatically terminate upon Mr. Balmforth’s death.
Disability. The President’s Employment Agreement provides that in the event of disability until the termination date, following the use of all accrued sick days, we shall pay Mr. Balmforth:
(1)A disability benefit equal to 50% of the base salary during the disability period;
(2)All other unpaid amounts, if any, under any Company fringe benefit and incentive compensation programs, at the time such payments are due;
(3)The full base salary from the termination date through the end of the President’s Employment Agreement payable within 65 days after the date of termination;
(4)An amount equal to the product of (i) a fractionoriginal award based on the prorated number of days earned in the calendar year as of the date of termination times (ii) the annual STIP target amount payable within 65 days after the date of termination; and
(5)Any long-term incentive plan awards and if such long-term incentive plan awards are subject to vesting upon satisfaction of performance goals or objectives, Mr. Balmforth will continue to participate in such long-term incentive plan such that if such performance goals or objectives are

50


satisfied such awards will be paid at the same time as similarly vested awards are paid to other participants.
Any Payments made to Mr. Balmforth shall be reduced by any amounts paid or payable to him under our disability plans (unless such disability plans have reduced benefits thereunder by the amount paid to Mr. Balmforth during this disability period).
Death. The President’s Employment Agreement provides that upon death, we shall pay Mr. Balmforth’s estate:criteria.
(1)Base salary through the date of death;
(2)All other unpaid amounts, if any under any Company fringe benefit and incentive compensation programs, at the time such payments are due;
(3)An amount equal to the product of (i) the number of years (and/or fraction thereof) remaining in the term of the President’s Employment Agreement as of the date of death, times (ii) the full base salary then in effect payable within 45 days after the date of death;
(4)An amount equal to the product of (i) a fraction based on the prorated number of days earned in the calendar year as of the date of death, times (ii) the annual STIP target amount payable within 45 days after date of death; and
(5)Any long-term incentive plan awards and if such long-term incentive plan awards are subject to vesting upon satisfaction of performance goals or objectives, Mr. Balmforth will continue to participate in such long-term incentive plan such that if such performance goals or objectives are satisfied, such awards will be paid to Mr. Balmforth’s estate at the same times as similarly vested awards are paid to other participants.
Termination without Cause or For Good Reason. In the event that Mr. Balmforth’s employment is terminated without cause or is terminated by Mr. Balmforth for “good reason” (as defined in the President’s Employment Agreement), then, pursuant to the President’s Employment Agreement, Mr. Balmforth will be entitled to:
(1)Base salary through the termination date (as defined in the President’s Employment Agreement);
(2)All other unpaid amounts under any Company employee benefit, fringe benefit or incentive compensation programs, at the time such payments are due;
(3)An amount equal to the product of (i) the greater of (x) two years or (y) the number of years (and fraction thereof) remaining in the term of the President’s Employment Agreement as of the notice of termination, times (ii) the full base salary then in effect;
(4)An amount equal to the annual STIP target for the calendar year in which the termination occurs;
(5)An amount equal to the product of (i) the annual bonus for the year prior to the calendar year in which the termination occurs, times (ii) a fraction the numerator of which is the number of days in that calendar year to and including the date of termination and the denominator is 365;
(6)Reimbursement of the cost of continued group health plan benefits in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the extent elected by Mr. Balmforth and to the extent Mr. Balmforth is eligible and subject to the terms of the plan and the law, plus an additional amount, such that the net amount retained by Mr. Balmforth, after deduction of any applicable taxes, shall be equal to the reimbursement amount;
(7)Reimbursement for expenses reasonably incurred by Mr. Balmforth in securing outplacement services through a professional person or entity of his choice, subject to the approval by the Company, at a level commensurate with Mr. Balmforth’s position, for up to one year commencing on or before the one-year anniversary of the termination date at his election, not to exceed $35,000; and

51


(8)Continued participation under any long term equity incentive plan with respect to any awards granted to Mr. Balmforth prior to his termination with the Company or any Company Affiliate which awards are subject to vesting upon satisfaction of incentive or performance goals or objectives established by the Board or Compensation Committee, and which, if subsequently vested, shall be distributed to Mr. Balmforth (subject to applicable withholding) at the time similarly vested awards are distributed to other executives of the Company.
Assuming that the termination occurred on December 31, 2014 and based on our closing stock price at December 31, 2014, which was $17.36, the targeted payments to the President are set forth in the following table:
Colin Balmforth
President
 
Disability
($)(1)
 
Death
($)
 
Termination
without Cause or
For Good Reason
($)
Other Income(2)
 86,154
 —
 —
Salary Benefit(3)
 862,055
 862,055
 862,055
Life Insurance(4)
 N/A
 250,000
 N/A
Accrued Vacation Pay(5)
 27,735
 34,983
 34,983
Health Benefits(6)
 —
 —
 21,751
2014 STIP (7)
 262,500
 262,500
 787,500
2011 LTIP (8)
 878,381
 878,381
 878,381
All Other Compensation(9)
 56,930
 56,930
 91,930
Total 2,206,567
 2,377,661
 2,676,600

(1)For purposes of the Disability benefits, Mr. Balmforth was assumed to be disabled on October 1, 2014 with a termination date of December 31, 2014.
(2)This amount assumed Mr. Balmforth has been paid his pro rata base salary from January 1, 2014 through December 31, 2014 under the “Death” and “Termination without Cause or For Good Reason” scenarios. The payment to Mr. Balmforth under “Disability” scenario included Mr. Balmforth’s accrued sick and personal days as of September 30, 2014.
(3)These amounts represented the relevant payments of base salary through the contract date (June 17, 2017) pursuant to Mr. Balmforth’s employment agreement.
(4)This represented a standard benefit available to all employees.
(5)This payment was based on accrued vacation hours at September 30, 2014 under the “Disability” scenario and at December 31, 2014 under the “Death” and “Termination without Cause or For Good Reason” scenarios. This is pursuant to Mr. Balmforth’s employment agreement and the vacation policy for NEOs.
(6)This was the cost of continuation of health benefits provided to Mr. Balmforth. At his expense, Mr. Balmforth or his beneficiary is entitled to continuation of health coverage pursuant to COBRA under the “Disability” or “Death” scenario. The amount reflected in the table under “Termination without Cause or For Good Reason” scenario represented cost of continuation of health benefits provided to Mr. Balmforth for 18 months.
(7)The Company performance for 2014 resulted in an STIP payout of 112.5% for all eligible participants.
(8)Pursuant to the terms under the 2011 LTIP, Mr. Balmforth was entitled to 100% of the target cash award under the 2011 LTIP. The total RSUs awarded to Mr. Balmforth under the 2011 LTIP was 50,598 RSUs.
(9)Amounts reflected under the “Disability” and “Death” scenarios consisted of the prorated cash dividends earned through December 31, 2014 (excluding interest earned) for the RSUs awarded to Mr. Balmforth under the 2011 LTIP. The amount reflected under “Termination without Cause or For Good Reason” scenario consisted of the maximum reimbursement for outplacement services of $35,000 and the prorated dividends

52


earned through December 31, 2014 (excluding interest earned) for the RSUs awarded to Mr. Balmforth under the 2011 LTIP.

Termination Arrangements – NEOs (Excluding CEO and President)CEO)
The Company employed Mr. Endsley pursuant to an offer letter dated May 17, 2004 in the role of Corporate Controller. On September 30, 2010, Mr. Endsley was promoted to CFO. The offer letter contained a provision restricting Mr. Endsley from competing against our Company during the severance period. Mr. Endsley is employed at will with no separate arrangement other than the severance benefits outlined in the Company’s Severance Agreements.
Wallace, Mr. Saine, Mr. Goel and Ms. Culp are employed at will with no separate arrangement other than the severance benefits outlined in the Company’s Severance Agreements.Agreements.
Effective November 17, 2004, amended on March 14, 2011 and further amended on December 31, 2012, theThe Company maintains specificpreviously entered into Severance Agreements for all Executive Officers, includingwith the NEOs (excluding the CEO and President)CEO), for the purpose of providing severance payments and benefits upon a termination of the executive’s employment without “cause” or, following the occurrence of a change in control, a termination of the executive’s employment without cause or a resignation of the executive’s employment for “good reason” as defined in the Severance Agreements. However, the agreements had expired as of December 31, 2016. In April 2017, the Company executed new Severance Agreements with its Executive Officers, including the NEOs (other than the CEO), the terms of which are substantially similar to the prior agreements.
Termination without Cause. Under the terms of the Severance Agreements, the executives (excludingNEOs (other than the CEO and President)CEO) would be entitled to the following severance benefits upon a termination without cause occurring prior to a change in control, subject to their executing a release of claims.
(1)Continued payment of base salary for a minimum of twenty-six (26) weeks, plus an additional two weeks for each year of service, up to a combined maximum of fifty-two (52) weeks (the “Severance Period”);
(2)Continued group health plan benefits in accordance with COBRA. Under the Severance Agreements, COBRA coverage will be provided to NEOs at the discounted employee rate for a maximum period of twenty-six (26) weeks;the Severance Period; and at the end of such period, the NEOs are able to continue their COBRA coverage but they will be fully responsible for the entire COBRA premium amount; and
(3)Prorated portion of the target award under the annual STIP for the calendar year in which the termination occurred based upon the length of employment in that calendar year and actual performance for the year.
The benefits mentioned above are subject to certain post-employment restrictions (principally execution of a release of claims and satisfaction of non-compete obligations) and other terms and conditions set forth in the Severance Agreements. All severance payments are subject to the applicable Federal, state and local taxes. In the event of death prior to the completion of all payments, the remaining payments shall be made to the executive’s beneficiary.
Termination Vesting Provision under the 2015 LTIP for the 2016 and 2017 grants. In accordance with the terms of the 2011 LTIP, if the participants (including NEOs but(but not the CEO and President)CEO) are terminated withoutfor cause or voluntarily separate from service prior to the end of the applicable performance period, they shall forfeit any right to receive an actual award, unless otherwise authorized by the Committee in its sole discretion. Otherwise, participants are entitled to a prorated award beginning on January 1, 2012,at the end of the performance period, provided the performance targets have been met as follows:met.
Prorated portion of 100% of the target award for cash and equity awards, including DERs (if any) paid with accrued interest in cash with respect to the vested RSUs, basedBased on the number of days the participant was continuously employed from January 1, 2011 through the termination date divided by the total number of days inthey were employed during the performance period. In the event of a participant’s death, the

53


participant’s estate will be eligible to receive an amount not greater than 100% of the participant’s target award, based onwith such amount determined in the Compensation Committee’s determination of the Company’s achievement of the consolidated revenue and consolidated OCF goals.sole discretion. Payment will be made in the year following the participant’s death. For termination without cause or due to disability, the payment will be made on or after the third business day following the day that the Company filed its 2014 Annual Report with the SEC.

49


Assuming that the termination without cause occurred on December 31, 20142017 and that our closing stock price at December 31, 20142017 was $17.36,$15.65, the targeted payments to the NEOs excluding(excluding the CEO and President,CEO), are set forth in the following table:
NEO
Job Title
Salary
($)
Accrued
Vacation
Pay
($)(1)
Health
Benefits
($)(2)
2014
STIP
($)(3)
2011 LTIP - Equity
($)(4)
All Other
Compensation
($)(5)
Total
($)
Job Title
Salary
($)
Accrued
Vacation
Pay
($)(1)
Health
Benefits
($)(2)
2017
STIP
($)(3)
LTIP and Other Equity Awards
($)(4)(5)
All Other
Compensation
($)(6)
Total
($)
Shawn E. EndsleyCFO221,154122,1151,079210,938418,01124,079997,376
Hemant GoelPresident, Spok Inc.215,38556,38210,531315,700388,02838,6851,024,711
Michael W. WallaceCFO175,00016,67112,757181,636199,7728,650594,486
Thomas G. SaineCIO243,26944,1994,000186,038219,79730,180727,483
Bonnie K. Culp-Fingerhut
EVP, HR and
Administration
233,75225,4643,168170,931338,72819,512791,555EVP HR225,00057,70512,757152,213172,26023,785643,720
Thomas G. SaineCIO211,53817,8391,079232,031459,81426,487948,789
(1)
These payments were based on accrued vacation hours at December 31, 20142017 pursuant to the vacation policy for the NEOs.
(2)These amounts representedrepresent the cost of continuation of health benefits for twenty-six (26) weeksthe Severance Period provided to the NEOs.
(3)
These amounts represent the actual STIP award paid to the NEOs for 2017. The Company’s performance for 20142017 resulted in 112.5%payment at 90.2% of the STIP payment to the NEOs.target.
(4)These
Pursuant to the terms of the LTIP, the NEOs were entitled to 100% of the target award for the 2015 grant, 66% of the target award for the 2016 grant and 33% of the target award for the 2017 grant. The table reflects a reduction of the 2015 and 2016 target awards by 50% based on actual and anticipated completion of the related performance metrics. The amounts representedrepresent the market values at December 31, 20142017 for the RSUs awarded to the NEOsthat would have vested as of December 31, 20142017 under the 2011 LTIP based on our closing stock price at December 31, 2014on such date of $17.36. The 2011 LTIP vested on December 31, 2014.$15.65.
(5)Mr. Wallace became the Chief Financial Officer of the Company in March 2017. In connection with the commencement of his employment, a one-time award of 12,535 RSUs with a grant date fair value of $220,000 was issued to Mr. Wallace on July 17, 2017. This one-time award vests in full at the end of a one year period from the date of grant. For purposes of this table, it was assumed that Mr. Wallace was entitled to 50% of the award as of December 31, 2017.
(6)These amounts representedrepresent cumulative cash dividends of $1.00$1.875 per share accrued by thefor NEOs for RSUs granted underin 2015, $1.25 for RSUs granted in 2016 and $0.50 for RSUs granted in 2017. The table reflects a reduction of the 2011 LTIP.2015 and 2016 cumulative cash dividends by 50% based on actual and anticipated completion of the related performance metrics. Cumulative cash dividends for Mr. Wallace reflect $0.38 for the LTIP award granted as of March 27, 2017 and $0.25 for the one-time award granted on July 17, 2017. The amounts do not reflect interest earned on the cumulative cash dividends.
Change in Control Arrangements – NEOs (Excluding the CEO and President)CEO)
Under the Severance Agreements, if a change in control with respect to the Company occurs, and following such change in control, the applicable NEO (other than the CEO and President)CEO) experiences a termination of employment by the Company without cause or resignedresigns for “good reason” as defined in the Severance Agreements, then, the NEOs (other than the CEO and President)CEO) would be entitled to the following severance benefits upon a termination without cause occurring after a change in control,, subject to their executing a release of claims.
A change in control would occur (a) if any person or entity directly or indirectly becomes owner of 50% or more of the Company’s outstanding common stock; or (b) if for any two year consecutive period there is a change in the majority composition of the Board from its current directors; or (c) the Board approves a sale of all or substantially all of the assets of the Company; or (d) the Board approves any merger, consolidation or like business combination or reorganization of the Company that results in either a 50% or more change in stock ownership or a change in the majority composition of the Board from its current directors.
The severance benefits upon a termination without cause or resignation for good reason occurring after a change in control, subject to execution of a release of claims would be:

54


(1)A cash lump sum payment equal to a minimum of 1.5 times the executive’s base salary, plus an additional two weeks of base salary for each year of service, up to a maximum payment of 2two times the executive’s base salary;
(2)Accident and health insurance benefits substantially similar to those that the executive was receiving immediately prior to termination until the earlier to occur of 18 months following termination or such time as the executive is covered by comparable programs of a subsequent employer, reduced to the extent of any comparable benefits received from another source; and
(3)An amount equal to 100% of the executive’s target award under the annual STIP for the calendar year in which the termination occurred based upon the length of employment in that calendar year.occurred.

50


In addition, in accordance with the terms of the 2011 LTIP, the participants (including NEOs but(but not the CEO and President)CEO), will be entitled to the following accelerated vesting schedule in the event of a change in control:control, but only if the Compensation Committee determined that the Company was on track to meet the applicable performance goals under the LTIP:
(1)Fifty percent (50%) of the participant’s target award shall vest if a change in control occurs during either of the first two yearsyear of the performance period (defined as January 1, 2011 through December 31, 2012);period;
(2)Seventy-five percent (75%) of the participant’s target award shall vest if a change in control occurs during the thirdsecond year of the performance period; or
(3)One hundred percent (100%) of the participant’s target award shall vest if a change in control occurs during the fourththird year of the performance period.
Additionally, One hundred percent (100%) of the participant's unvested time-based equity awards will be entitled to accelerated vesting in the event of a change in control. Payment will be made on the earlier of: (1) a change in control of the Company (as defined in the 2012 Equity Plan); or (2) on or after the third business day following the day that the Company filed its 20142017 Annual Report with the SEC.
On May 5, 2011, the Compensation Committee further amended the Severance AgreementsAssuming a termination without cause or resignation for certain executive officers to eliminate a provision that provided a gross-up payment in connection with termination of employment or contingent upongood reason following a change in control of the Company that is subject to any excise tax for the selected executives (to include the NEOs excluding the CEO and President).
Assuming a change in control resulting in a termination without cause occurred on December 31, 20142017 and that our closing stock price at December 31, 20142017 was $17.36,$15.65, the targeted payments to the NEOs (excluding the CEO and President)CEO) are set forth in the following table:
NEO
Job Title
Salary
($)(1)
Accrued
Vacation
Pay
($)(2)
Health
Benefits
($)(3)
2014
STIP
($)(4)
2011 LTIP
($)(5)
All Other
Compensation
($)(6)
Total
($)
Job Title
Salary
($)(1)
Accrued
Vacation
Pay
($)(2)
Health
Benefits
($)(3)
2017
STIP
($)(4)
LTIP and Other Equity Awards
($)(5)
All Other
Compensation
($)(6)
Total
($)
Shawn E. EndsleyCFO471,154122,1153,237210,938418,01124,0791,249,534
Hemant GoelPresident, Spok Inc.565,38556,38231,593350,000515,84938,6851,557,894
Michael W. WallaceCFO525,00016,67138,272262,500368,8478,6501,219,940
Thomas G. SaineCIO518,26944,19912,000206,250275,68630,1801,086,584
Bonnie K. Culp-Fingerhut
EVP, HR and
Administration
436,33725,4649,504170,931227,90819,512889,656EVP HR450,00057,70538,271168,750217,99123,785956,502
Thomas G. SaineCIO486,53817,8393,237232,031459,81426,4871,225,946
(1)
These amounts assumedassume the NEOs have been paid their pro rata base salaries from January 1, 20142017 through December 31, 2014.2017.
(2)
These payments were based on accrued vacation hours at December 31, 20142017 pursuant to the vacation policy for the NEOs.

55


(3)These amounts representedrepresent the cost of continuation of health benefits provided to the NEOs for 18 months.
(4)
These amounts representedrepresent the actual 20142017 STIP award earned byat the NEOs.target level.
(5)
These amounts representedrepresent the market values at December 31, 2014 forportion of the RSUs earned under the 2011 LTIP as of December 31, 2014 andthat were eligible to vest based on our closing stock price on December 31, 20142017 of $17.36.$15.65. These amounts would be payable without regard to termination of employment, but only if the Compensation Committee determined that the Company was on track to meet the applicable performance goals under the LTIP. The table reflects a reduction of the 2015 and 2016 target awards by 50% based on actual and anticipated completion of the related performance metrics. All time-based awards
(6)These amounts representedrepresent cumulative cash dividends of $1.00$1.875 per share accrued for NEOs for RSUs granted underin 2015, $1.25 for RSUs granted in 2016, and $0.50 for RSUs granted in 2017. The amounts do not reflect interest earned on the 2011 LTIP.cumulative cash dividends. The table reflects a reduction of the 2015 and 2016 cumulative cash dividends based on actual and anticipated completion of the related performance metrics. Cumulative cash dividends for Mr. Wallace reflect $0.38 for the LTIP award granted as of March 27, 2017 and $0.25 for the one-time award granted on July 17, 2017. The amounts do not reflect interest earned on the cumulative cash dividends.
We did not pay or accrue any paymentsamounts relating to termination and change in control payments for the NEOs for the year ended December 31, 2014.2017.
The 2011 LTIP contains a forfeiture policy for termination with cause. Under these provisions, executives (including NEOs) who are terminated upon failure to substantially perform duties, failure to carry out any lawful and reasonable directive, conviction or plea of nolo contendere to a felony or crime of moral turpitude, material breach of their obligations as an employee or commission of an act of fraud, embezzlement, misappropriation or otherwise acting in a manner detrimental to the Company’s interests as determined by the Board, will forfeit any outstanding awards as of the date of termination. These provisions serve to help ensure that executives act in the best interest of the Company and its stockholders.
COMPENSATION
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SEVERANCE RECOVERY POLICY
We maintain a clawback provision regarding severance benefits. Under the clawback provision, executives including NEOs who violate non-competition, non-solicitation or confidentiality agreements forfeit all severance amounts paid or to be paid by the Company. Further, it is our policy to seek the reimbursement of severance benefits paid to executives including NEOs who violate non-competition, non-solicitation or confidentiality agreements, or otherwise breach the Separation Agreements and Release between themselves and the Company.
The Company’s Restricted Stock Agreement under the 2004 and 2012 Equity Plans includes a “Spendthrift Clause” to protect unvested restricted stock against any interest or transfer.


5652



PROPOSALS REQUIRING YOUR VOTE
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
Below are seven directorseight nominees for director to be elected at the Annual Meeting to serve until their respective successors are elected or appointed and qualified. Nominees for election to the Board shall be approved by a pluralitymajority of the votes properly cast by holders of the common stock present in person or by proxy at the Annual Meeting, each share being entitled to one vote.
Abstentions from voting on the election of directors, including broker non-votes, will have no effect on the outcome of the election of directors. In the event any nominee is unable or unwilling to serve as a nominee, the proxies may be voted for the balance of those nominees named and for any substitute nominee designated by the present Board or the proxy holders to fill such vacancy, or for the balance of those nominees named without nomination of a substitute, or the Board may be reduced in accordance with our Bylaws. The Board has no reason to believe that any of the persons named will be unable or unwilling to serve as a director if elected.
The following are the nominees to the Board of Directors:
Seated (left to right): Nominees Royce Yudkoff, currently Chair of the Board; and Vincent D. Kelly, President and CEO. Standing (left to right): Nominees Matthew Oristano, Samme L. Thompson, Nicholas A. Gallopo; Brian O’Reilly, and N. Blair Butterfield.

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Set forth below is certain information, as of April 30, 2015,26, 2018, for each person nominated to the Board:
Royce Yudkoff, age 59, became a director and the Chair of the Board in November 2004. He is also a member of the Compensation Committee and Nominating and Governance Committee.
spokroyceyudkoff.jpg
Royce Yudkoff, age 62, became a director and the Chair of the Board in November 2004. He is also a member of the Compensation Committee and Nominating and Governance Committee.
Position, Principal Occupation and Professional Experience:  Prior to the merger of Metrocall and Arch in November 2004, Mr. Yudkoff had been a director of Metrocall since April 1997, and had served as the Chair of its Board since February 2003. In 1989, Mr. Yudkoff co-founded ABRY Partners, LLC, a private equity investment firm, which focuses on the media, communications and business services sectors. Mr. Yudkoff currently serves on the Board of ABRY Partners, LLC, Stafford Insurance Company and America's Kitchen, Inc. Mr. Yudkoff served on the Board of Muzak Holdings LLC from 2002 to 2009, Talent Partners from 2000 to 2014, Media Ocean, LLC from 2014 to 2015 and Nextstar Broadcasting Group, Inc. from 1996 to 2014. Additionally, Mr. Yudkoff is a Professor of Management Practice at Harvard Business School.

Director Qualifications: Mr. Yudkoff has an understanding of our operations, strategies, financial outlook and ongoing challenges. In addition, Mr. Yudkoff had been a director of Metrocall since April 1997, and had served as the Chair of its Board since February 2003. Since 1989, Mr. Yudkoff has been a Managing Partner of ABRY Partners, LLC, a private equity investment firm, which focuses exclusively on the media and communications sector. Mr. Yudkoff currently serves on the Board of ABRY Partners, LLC; Talent Partners and Nexstar Broadcasting Group, Inc. Mr. Yudkoff served on the Board of Muzak Holdings LLC from 2002 to 2009.
Director Qualifications: Mr. Yudkoff has been involved with the paging industry as a director since 1997 and a director of the Company since November 2004. Mr. Yudkoff has an understanding of our operations, strategies, financial outlook and ongoing challenges. In addition, Mr.��Yudkoff has experience in the media and communication sectors that can be applied to our operations. Mr. Yudkoff has the requisite qualifications to continue as a director.
N. Blair Butterfield, age 58, became a director of the Company in July 2013. He is a member of the Audit Committee.
Position, Principal Occupation and Professional Experience: From 2012 through his retirement in 2015, Mr. Butterfield had been the President of VitalHealth Software, North America which offers the industry’s leading cloud-based eHealth application development platform with solutions for collaborative care as well as Office of the National Coordinator certified electronic health records for specialty practices. Mr. Butterfield is a senior health information technology (“IT”) executive and eHealth expert with over twenty years of global experience in new market and business development, general management, government initiatives, sales management, and strategic marketing.  He has also served as Vice President (“VP”), International Development for eHealth at GE Healthcare from 2006 to 2011. Mr. Butterfield is also an advisor to, and previously served on the board of, All Clear Diagnostics, LLC. Previously, Mr. Butterfield served on the Board of the California Institute of Computer Assisted Surgery (CICAS) from 2011 to 2013, the eHealth Initiative and Foundation from 2008 to 2010, and VistA Software Alliance from 2006 to 2008.
Director Qualifications: Mr. Butterfield has extensive experience in the software industry that can be applied to our operations in such market segments as health information exchange (HIE), electronic medical records (EMR), medical imaging, standards-based interoperability, and clinical informatics. Mr. Butterfield has the requisite qualifications to continue as a director.
Nicholas A. Gallopo, age 82, became a director of the Company in November 2004. He is the Chair of the Audit Committee.
Position, Principal Occupation and Professional Experience: Prior to the merger of Metrocall and Arch, Mr. Gallopo had been a director of Metrocall since October 2002. Mr. Gallopo is a consultant and formerly licensed Certified Public Accountant. He retired as a partner of Arthur Andersen LLP in 1995 after 31 years with the firm. He had also served as a director of Newman Drug Company from 1995 to 1998, a director of Wyant Corporation, formerly Hosposable Products, Inc., from 1995 to 2001 where he also served as Chair of the Audit Committee, and a director of Bridge Information Systems, Inc. from 2000 to 2002. 
Director Qualifications: Mr. Gallopo has been involved with the paging industry as a director since 2002 and a director of the Company since November 2004. Mr. Gallopo has an understanding of our operations, strategies, financial outlook and ongoing challenges. In addition, as a retired partner of Arthur Andersen

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LLP, Mr. Gallopo has experience in financial accounting and auditing matters and is considered an audit committee financial expert. Mr. Gallopo has the requisite qualifications to continue as a director.
Vincent D. Kelly, age 55, became a director, President and Chief Executive Officer (“CEO”) of the Company in November 2004 when USA Mobility was formed through the merger of Metrocall and Arch. Prior to the merger of Metrocall and Arch, Mr. Kelly was President and CEO of Metrocall since February 2003.
Position, Principal Occupation and Professional Experience: Prior to this appointment, he had also served at various times as the Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”), and Executive Vice President (“EVP”) of Metrocall. He served as the Treasurer of Metrocall from August 1995 to February 2003, and served as a director of Metrocall from 1990 to 1996 and from May 2003 to November 2004. Mr. Kelly also serves as the President, CEO and director for all of our subsidiaries, except for Spok Canada, an indirect wholly-owned subsidiary, for which Mr. Kelly is only a director. Mr. Kelly served on the Board of Tellabs from 2012 to 2013.
Director Qualifications: Mr. Kelly has been involved with the wireless and telecommunications industry for over 25 years and has been a director and CEO of the Company since November 2004. Mr. Kelly has the requisite qualifications to continue as a director.
Brian O’Reilly, age 55, became a director of the Company in November 2004. He is a member of the Nominating and Governance Committee and is the Chair of the Compensation Committee.
Position, Principal Occupation and Professional Experience: Prior to the merger of Metrocall and Arch, Mr. O’Reilly had been a director of Metrocall since October 2002. He was with Toronto-Dominion Bank for 16 years, from 1986 to 2002. From 1986 to 1996, Mr. O’Reilly served as the Managing Director of Toronto-Dominion Bank’s Loan Syndication Group, focused on the underwriting of media and telecommunications loans. From 1996 to 2002, he served as the Managing Director of Toronto-Dominion Bank’s Media, Telecom and Technology Group with primary responsibility for investment banking in the wireless and emerging telecommunications sectors. Mr. O’Reilly has been involved with the paging industry as a director since 2002 and a director of the Company since November 2004.
Director Qualifications: Mr. O’Reilly has an understanding of our operations, strategies, financial outlook and ongoing challenges. In addition Mr. O’Reilly has past experience in the underwriting of media and communication financing that can be applied to our operations. Mr. O’Reilly has the requisite qualifications to continue as a director.
Matthew Oristano, age 58, became a director of the Company in November 2004. He is a member of the Audit Committee and is Chair of the Nominating and Governance Committee.
Position, Principal Occupation and Professional Experience: Prior to the merger of Metrocall and Arch, Mr. Oristano had been a director of Arch since 2002. Mr. Oristano has been the President, CEO and member of the Board of Alda Inc., an investment management company, since 1995. He has served as Chair of the Board and CEO of Reaction Biology Corporation, a contract biomedical research firm since March 2004. He has been a member of the Board of Crystalplex Corporation since 2004. From 1993 to 1999, he was the Chairman and CEO of People's Choice TV, a NASDAQ listed company. Mr. Oristano has been involved with the paging industry as a director since 2002 and a director of the Company since November 2004.
Director Qualifications: Mr. Oristano has an understanding of our operations, strategies, financial outlook and ongoing challenges. In addition, Mr. Oristano has past experience in investment management and telecommunications company operations. As a CEO, Mr. Oristano has directly supervised CFOs and been involved in the annual audit process. Mr. Oristano is also considered an audit committee financial expert. Mr. Oristano has the requisite qualifications to continue as a director.

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Samme L. Thompson, age 69, became a director of the Company in November 2004. He is a member of the Compensation Committee and the Audit Committee.
Position, Principal Occupation and Professional Experience: Prior to the merger of Metrocall and Arch, Mr. Thompson had been a director of Arch since 2002. Mr. Thompson currently serves on the Boards of the following non-profit organizations: The Illinois Institute of Technology’s Knapp Entrepreneurial Center, Sheriff Meadow Conservation Trust, and the Partnership for Connected Illinois, Inc. Mr. Thompson is the owner and president of Telit Associates, Inc., a financial and strategic consulting firm. He joined Motorola, Inc. as VP of Corporate Strategy in July 1999 and retired from Motorola, Inc. as SVP of Global Corporate Strategy and Corporate Business Development in March 2002. From June 2004 until August 2005, Mr. Thompson was a member of the Board of SpectraSite, Inc., which was the landlord of transmission tower sites used by our Company. Since August 2005, he has been a member of the Board of American Tower Corporation (“ATC”) (which merged with SpectraSite, Inc.), a landlord of transmission tower sites used by our Company. Due to his relationships with SpectraSite, Inc. and ATC, Mr. Thompson has recused himself from any decision by the Board on matters relating to SpectraSite, Inc., and has and will continue to recuse himself from any decision by the Board on matters relating to ATC (since the merger with SpectraSite, Inc.).
Director Qualifications: Mr. Thompson has been involved with the paging industry as a director since 2002. Mr. Thompson has an understanding of our operations, strategies, financial outlook and ongoing challenges. In addition, Mr. Thompson has past experience in corporate strategic and business development that can be applied to our current operations. Mr. Thompson has the requisite qualifications to continue as a director.
spokblairbutterfield.jpg
N. Blair Butterfield, age 61, became a director of the Company in July 2013. He is a member of the Audit Committee.
Position, Principal Occupation and Professional Experience:  Prior to 2016, Mr. Butterfield was the President of VitalHealth Software, North America which offers the industry’s leading cloud-based eHealth application development platform with solutions for collaborative care as well as the Office of the National Coordinator certified electronic health records for specialty practices. Mr. Butterfield is a senior health information technology (“IT”) executive and eHealth expert with thirty years of global experience in new market and business development, general management, government initiatives, sales management and strategic marketing. He is also the Chairman of Wind River Advisory Group, LLC, a strategic consulting firm in health IT and ehealth. He has also served as Vice President (“VP”), International Development for eHealth at GE Healthcare from 2006 to 2011. Previously, Mr. Butterfield served on the Board of California Institute of Computer
Assisted Surgery (CICAS) from 2011 to 2013, All Clear Diagnostics, LLC from 2012 to 2014, the eHealth Initiative and Foundation from 2008 to 2010, and VistA Software Alliance from 2006 to 2008.
Director Qualifications:  Mr. Butterfield has extensive experience in the software industry that can be applied to our operations in such market segments as enterprise health information systems and platform software, health information exchange (HIE), electronic medical Records (EMR), medical imaging, standards-based interoperability and clinical informatics.

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Stacia A. Hylton, age 58, became a director of the Company in 2015. Ms. Hylton is a member of the Audit Committee.

Position, Principal Occupation and Professional Experience: Ms. Hylton currently serves as a Principle for LS Advisory, a New Jersey-based business solutions advisory consultancy. She also serves on the Board of Directors for Lexis Nexis Special Services, Inc., an information and data analytics solutions company, and Core Civic, Inc., a publicly traded real estate solutions and corrections and residential reentry centers provider. In 2016, Ms. Hylton served as Senior Vice President for Cyber Security at MTM Technologies, Inc., a leading national provider of innovative IT solutions and services. In 2010, Ms. Hylton was nominated by the President of the United States and confirmed by the United States Senate as Director of the United States Marshal Service (“USMS”), a federal law enforcement agency. The USMS employs over 12,000 employees, task force officers and contractors with a budget in excess of $4.9 billion. Ms. Hylton retired as Director
of USMS in 2015. In 2010 she was President of Hylton Kirk & Associates, a private consulting firm located in the Commonwealth of Virginia. From 2004 to 2010 Ms. Hylton served as the Federal Detention Trustee in the United States Department of Justice. From 1980 through 2004 she served in progressively responsible positions within USMS.

Director Qualifications:    Ms. Hylton has extensive operational and executive management experience that includes security, alarm monitoring/call center technology, multi-year fiscal planning and execution, contracting, cyber security data-analytics and corporate strategy. Ms. Hylton provides unique insight, which assists the Company in developing and growing key market segments for our healthcare communication solutions. Ms. Hylton has the requisite qualifications to continue serving as a director.
spokvincekelly.jpg
Vincent D. Kelly, age 58, became a director, President and Chief Executive Officer (“CEO”) of the Company in November 2004 when USA Mobility was formed through the merger of Metrocall and Arch. Prior to the merger of Metrocall and Arch Mr. Kelly was President and CEO of Metrocall since February 2003.
Position, Principal Occupation and Professional Experience:  Prior to this appointment, he had also served at various times as Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”) and Executive Vice President (“EVP”) of Metrocall. He served as the Treasurer of Metrocall from August 1995 to February 2003, and served as a director Metrocall from 1990 to 1996 and from May 2003 to November 2004. Mr. Kelly serves as CEO for all our subsidiaries as well as a Director. Mr. Kelly served on the Boards of Tellabs from 2012 to 2013 and Penton Media from 2003 to 2007.
Director Qualifications: Mr. Kelly has been involved with the wireless and telecommunications industry for over 25 years and the software industry for over four years. Mr. Kelly holds a BS in accounting from George Mason University.

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Brian O’Reilly, age 58, became a director of the Company in November 2004. He is a member of the Nominating and Governance Committee and is the Chair of the Compensation Committee.
Position, Principal Occupation and Professional Experience:  Prior to the merger of Metrocall and Arch, Mr. O’Reilly had been a director of Metrocall since October 2002. He was with Toronto-Dominion Bank for 16 years, from 1986 to 2002. From 1986 to 1996, Mr. O’Reilly served as the managing director of Toronto-Dominion Bank’s loan syndication group, focused on the underwriting of media and telecommunications loans. From 1996 to 2002, he served as the managing director of Toronto-Dominion Bank’s media, telecom and technology group with primary responsibility for investment banking in the wireless and emerging telecommunications sectors.
Director Qualifications:  Mr. O’Reilly has been involved with the paging industry as a director since 2002 and a director of the Company since November 2004. Mr. O’Reilly has past experience in the underwriting of media and communication financing that can be applied to our operations.

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Matthew Oristano, age 61, became a director of the Company in November 2004. He is Chair of the Audit Committee.
Position, Principal Occupation and Professional Experience:  Prior to the merger of Metrocall and Arch, Mr. Oristano had been a director of Arch since 2002. Mr. Oristano has been the President, CEO and member of the Board of Alda Inc., an investment management company, since 1995. He has served as chair of the Board, President and CEO of Reaction Biology Corporation, a contract biomedical research firm, since March 2004. He was the Vice President, Treasurer and member of the Board of The Oristano Foundation from 1995 to November 2012.
Director Qualifications:  Mr. Oristano has an understanding of our operations, strategies, financial outlook and ongoing challenges. In addition, Mr. Oristano has past experience in investment management and telecommunications company operations. As a CEO, Mr. Oristano has directly
supervised CFOs and been involved in the annual audit process. Mr. Oristano is also considered an audit committee financial expert. Mr. Oristano has the requisite qualifications to continue as a director.
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Todd Stein, age 40, nominee to the board.
Position, Principal Occupation and Professional Experience: Mr. Stein is Co-Investment Manager of Dallas-based Braeside Investments, LLC, the investment manager of private investment partnerships focusing on global small and micro-cap equities. Mr. Stein’s core competency is applying fundamental analysis to purchase undervalued securities.  Prior to co-founding Braeside in 2004, Mr. Stein was a portfolio manager at Q Investments, L.P. During his tenure at Q, Mr. Stein co-managed a merger arbitrage portfolio in addition to serving as the firm’s primary analyst on its short distressed/bankrupt equities portfolio. In 2002, Mr. Stein was appointed by the U.S. Trustee of the Northern District of Illinois to serve on the official creditors’ committee of United Airlines. Mr. Stein holds the Chartered Financial Analyst designation.
Director Qualifications: The funds managed by Braeside have been stockholders of the Company for more than six years. Thus, Mr. Stein has an understanding of our operations, strategies, financial





outlook and ongoing challenges. In addition, Mr. Stein has nearly two decades of experience in global investment management. Mr. Stein provides insight into capital allocation which assists the Company in evaluating strategic growth opportunities for our critical communication solutions.  Mr. Stein has the requisite qualifications to serve as a director.


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Samme L. Thompson, age 72, became a director of the Company in November 2004. He is a member of the Compensation Committee and is Chair of the Nominating and Governance Committee.
Position, Principal Occupation and Professional Experience:  Prior to the merger of Metrocall and Arch, Mr. Thompson had been a director of Arch since 2002. Mr. Thompson currently serves on the Boards of the following non-profit organizations: The Illinois Institute of Technology’s Knapp Entrepreneurial Center, Sheriff Meadow Conservation Trust, and the Partnership for Connected Illinois, Inc. Mr. Thompson is the Owner and President of Telit Associates, Inc., a financial and strategic consulting firm. He joined Motorola, Inc. as VP of Corporate Strategy in July 1999 and retired from Motorola, Inc. as Senior Vice President (“SVP”) of Global Corporate Strategy and Corporate Business Development in March 2002. From June 2004 until August 2005, Mr. Thompson was a member of the Board of SpectraSite, Inc., which was the landlord of transmission
tower sites used by our Company. Since August 2005, he has been a member of the Board of American Tower Corporation (“ATC”) (which merged with SpectraSite, Inc.), a landlord of transmission tower sites used by our Company.
Director Qualifications:  Mr. Thompson has been involved with the paging industry as a director since 2002. Mr. Thompson has an understanding of our operations, strategies, financial outlook and ongoing challenges. In addition, Mr. Thompson has past experience in corporate strategic and business development that can be applied to our current operations.
Unless marked otherwise, proxies received will be voted “FOR” the election of each of the nominees named above.
Recommendation of the Board:
The Board recommends a vote “FOR” the election of all director nominees named above.

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PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2015.2018. Although ratification by stockholders is not required by law, the Board has determined that it is desirable to request approval of the selectionappointment of Grant Thornton by the stockholders in order to give the stockholders a voice in the designation of our auditors. Notwithstanding the ratification of Grant Thornton by the stockholders, the Audit Committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of our Company and our stockholders.
If the stockholders do not ratify the appointment of Grant Thornton as our independent registered public accounting firm, the Audit Committee will consider the selectionappointment of another independent registered public accounting firm for 20152018 and future years. A representative of Grant Thornton will be present at the Annual Meeting and will be available to respond to appropriate questions from stockholders and to make a statement if the representative desires to do so.
Unless marked otherwise, proxies received will be voted “FOR” the ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the year ending December 31, 2015.2018.

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Recommendation of the Audit Committee and Board:
The Audit Committee and the Board recommend a vote “FOR” the ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the year ending December 31, 2015.2018.

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PROPOSAL NO. 3 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), enables our stockholders to hold an advisory vote to approve NEO compensation as disclosed in this Proxy Statement in accordance with the rules of the SEC. In 2011, the Board recommended that this advisory vote to approve NEO compensation be conducted annually, and stockholders voted in favor of this recommendation by a substantial majority. Accordingly, the Board has determined that it will hold an advisory vote to approve NEO compensation annually until the next vote to determine the frequency of such an advisory vote. Subsequent to the advisory vote reflected in this proposal, the next advisory vote to approve NEO compensation is expected to occur at our annual stockholder meeting of stockholders in 2016.2019.
Our executive compensation programs are designed to attract, motivate, and retain the NEOs, who are critical to the success of our Company. Under these programs, the NEOs are rewarded for the achievement of specific short-term and long-term performance objectives, corporate strategies, business objectives and the realization of increased stockholder value.
Our Compensation Committee continually reviews the compensation programs for the NEOs to ensure these programs achieve the desired goals of aligning the executive compensation structure with the stockholders’ interests and current market practices. Based on this philosophy, the Compensation Committee approved (1) no changes to NEO base salaries for NEOs continuing in their positions, (2) annual performance based STIP awards, and (3) noannual LTIP award as 2014 is the last year of the multi-year performance cycleawards for the 20112017-2019 performance based LTIP.period, and (4) annual time-based LTIP awards for the 2017-2019 vesting period. We request our stockholders to approve, on an advisory basis, the NEO compensation as described in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis (“CD&A”) and the compensation tables. This proposal, commonly known as a “Say-on-Pay” proposal, gives stockholders the opportunity to express their views on the NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather is intended to address the overall compensation of the NEOs and the philosophy, policies and practices described in this Proxy Statement.
The Say-on-Pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board. The Board and the Compensation Committee value the opinions of the stockholders and, to the extent there is any significant vote against the NEO compensation as disclosed in this Proxy Statement, they will consider the stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
Unless marked otherwise, proxies received will be voted “FOR” the following advisory resolution:
“RESOLVED, that the stockholders of the Company approve on an advisory basis the compensation of the Company’s NEOs, as described in the CD&A and in the tabular disclosure regarding NEO compensation (together with the accompanying narrative disclosure) in this Proxy Statement.”
The Say-on-Pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board. The Board and the Compensation Committee value the opinions of the stockholders and, to the extent there is any significant vote against the NEO compensation as disclosed in this Proxy Statement, they intend to consider the stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
Recommendation of the Compensation Committee and the Board:
The Compensation Committee and the Board recommend a vote “FOR” the advisory resolution to approve NEO compensation.


6158



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

DIRECTORS, OFFICERS AND CERTAIN OTHER BENEFICIAL OWNERS
The following table provides summary information regarding beneficial ownership of our common stock as of April 1, 20152, 2018 for:
Each person or group who beneficially owns more than 5% of our common stock on a fully diluted basis including restricted stock granted;
each of the NEOs;
each of the directors and nominees to become a director; and
all of the directors and executive officers (including the NEOs) as a group.
Beneficial ownership of shares is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting and/or investment power. The information on beneficial ownership in the table is based upon the Company’s records and the most recent Form 3, Form 4, Schedule 13D or Schedule 13G filed by each such person or entity throughreporting ownership on or before April 1, 2015.2, 2018. Except as indicated by footnote, and subject to applicable community property laws, each person identified in the table possesses sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Unless otherwise noted, the address for each director and executive officer (including NEOs) is c/o Spok Holdings, Inc., 6850 Versar Center, Suite 420, Springfield, Virginia 22151-4148.
Name of Beneficial Owner 
Amount and Nature of
Beneficial Ownership
 
Percentage
of Class
Vincent D. Kelly, CEO(1)
 196,214  *
Shawn E. Endsley, CFO(2)
 32,000  *
Colin M. Balmforth, President(3)
 23,800  *
Bonnie K. Culp-Fingerhut, EVP HR & Administration(4)
 26,408  *
Thomas G. Saine, CIO(4)
 39,303  *
Royce Yudkoff, Director(2)
 25,245  *
Nicholas A. Gallopo, Director(2)
 33,002  *
Brian O’Reilly, Director(2)
 17,876  *
N. Blair Butterfield, Director(2)
 2,670  *
Matthew Oristano, Director(2)
 18,199  *
Samme L. Thompson, Director(2)
 27,999  *
All directors and executive officers as a group (11 persons) 442,716  2.0%
The Vanguard Group, Inc.(5)
 1,733,842  8.0%
BlackRock Inc.(6)
 3,031,574  14.0%
Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation(7)
 1,739,600  8.0%
Braeside Investments, LLC, Steven McIntyre and Todd Stein(8)
 1,903,447  8.8%
Name of Beneficial Owner 
Amount and Nature of
Beneficial Ownership
 
Percentage
of Class
Vincent D. Kelly(1)
 106,258
 *
Hemant Goel(2)
 8,524
 *
Michael W. Wallace(2)
 1,509
 *
Thomas G. Saine(2)
 15,298
 *
Bonnie K. Culp-Fingerhut(2)
 29,446
 *
Royce Yudkoff(3)
 39,417
 *
Stacia A. Hylton(3)
 9,221
 *
Brian O’Reilly(3)
 33,275
 *
N. Blair Butterfield(3)
 16,842
 *
Matthew Oristano(3)
 29,363
 *
Samme L. Thompson(3)
 38,398
 *
All directors and executive officers as a group (13 persons)(4)
 337,904
 1.69%
BlackRock Inc.(5)
 3,479,128
 17.38%
The Vanguard Group, Inc.(6)
 2,263,920
 11.31%
Dimensional Fund Advisers LP(7)
 1,683,661
 8.41%
Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation(8)
 1,568,600
 7.84%
Braeside Investments, LLC, Steven McIntyre and Todd Stein(9)
 1,020,971
 5.10%
* Denotes less than 1%.
(1)
The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on March 13, 2015.9, 2018. Vincent D. Kelly, Trustee of the Vincent DePaul Kelly Third Amended and Restated Revocable Trust has sole voting and sole dispositive power with respect all shares reported herein.

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and Restated Revocable Trust has sole voting and sole dispositive power with respect all shares reported herein.
(2)
The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on March 9, 2018.
(3)
The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on April 1, 2015. Beneficial ownership does not reflect any RSUs that do not vest within 60 days as of April 1, 2015.
(3)The information regarding this stockholder is derived from a Form 4 filed by the stockholder with the SEC on March 20, 2015. Beneficial ownership does not reflect any RSUs that do not vest within 60 days as of April 1, 2015.2, 2018.
(4)The information regarding this stockholder is derived fromAll directors and executive officers as a Form 4 filed bygroup consists of all members of the stockholder with the SEC on March 13, 2015. Beneficial ownership does not reflect any RSUs that do not vest within 60 days asBoard of April 1, 2015.Directors, all current NEOs, Mr. Peterman and Ms. Woods.
(5)The information regarding this stockholder is derived from an amended Schedule 13G filed by the stockholder with the SEC on February 11, 2015. The Vanguard Group, Inc. has sole voting power with respect to 33,969 shares and sole dispositive power with respect to 1,700,573 shares and shared dispositive power with respect to 33,269 shares. The Vanguard Group, Inc.’s address is as follows: 100 Vanguard Blvd, Malvern, PA 19355.
(6)
The information regarding this stockholder is derived from an amended Schedule 13G filed by the stockholder with the SEC on January 9, 2015.19, 2018. BlackRock Inc. has sole voting power with respect to 2,961,0603,432,766 shares and sole dispositive power with respect to all shares reported herein. BlackRock Inc.’s address is as follows: 55 East 52nd Street, New York, NY 10022.10055.


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(7)(6)
The information regarding this stockholder is derived from an amended Schedule 13G filed by the stockholder with the SEC on February 12, 2015.2018. The Vanguard Group, Inc. has sole voting power with respect to 22,613 shares, shared voting power with respect to 1,500 shares, sole dispositive power with respect to 2,242,457 shares and shared dispositive power with respect to 21,463 shares. The Vanguard Group, Inc.’s address is as follows: 100 Vanguard Blvd., Malvern, PA 19355.
(7)
The information regarding this stockholder is derived from an amended Schedule 13G filed by the stockholder with the SEC on February 10, 2018. The Dimensional Fund Advisors LP, has sole voting power with respect to 1,605,963 shares and sole dispositive power with respect to all shares reported herein. The Dimensional Fund Advisors LP's address is as follows: Building One, 6300 Bee Cave Road, Austin, Texas, 78746.
(8)
The information regarding this stockholder is derived from an amended Schedule 13G filed by the stockholder with the SEC on February 14, 2018. Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation have sole voting and sole dispositive power with respect to all shares reported herein. Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation’s address is as follows: 800 Third Avenue, New York, NY 10022.
(8)(9)The information regarding this stockholder is derived from an amendeda Schedule 13G13D filed by the stockholder with the SEC on February 4, 2015.April 2, 2018. Braeside Investments, LLC, Steven McIntyre and Todd Stein have shared voting and shared dispositive power with respect to all shares reported herein. Braeside Investments, LLC, Steven McIntyre and Todd Stein’s address is as follows: 5430 LBJ Freeway, Suite 1555 Dallas, TX 75240.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our stock to file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file. Based solely on a review of such reports furnished to the Company, we believe that, for the year ended December 31, 2014,2017, all Section 16(a) filing requirements applicable to our directors, executive officers and greater than 10% beneficial owners were timely met.


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RELATED PARTY TRANSACTIONS AND CODE OF CONDUCT
TRANSACTIONS WITH RELATED PARTIES
Since November 16, 2004, a member of the Board, Mr. Samme L. Thompson also serves as a director for an entity that leases transmission tower sites to our Company. For the years ended December 31, 2014, 20132017, 2016 and 2012,2015, we paid that entity $3.6$3.8 million, $3.7$3.9 million and $4.1 million, respectively, in site rent expenses that were included in service, rental and maintenance expenses.
Mr. Thompson was a member of the Board of SpectraSite, Inc. from June 2004 to August 2005 and since August 2005, he has been a member of the Board of ATC (which merged with SpectraSite, Inc.), a landlord of tower transmission sites used by the Company. Due to his relationships with SpectraSite, Inc. and ATC, Mr. Thompson has recused himself from any decision by the Board on matters relating to SpectraSite, Inc., and has and will continue to recuse himself from any decision by the Board on matters relating to ATC (since the merger with SpectraSite, Inc.).
REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PARTIES
Related party transactions have the potential to create actual or perceived conflicts of interest between the Company and its directors and/or executive officers and members of their families. While we do not maintain a written policy with respect to the identification, review, approval or ratification of transactions with related persons, our Code of Business Conduct and Ethics prohibits conflicts of interest between an employee and the Company and requires an employee to report any such potential conflict to the EVP, HR & Administration,CCO, who will review the matter with the Audit Committee. In addition, each director and officer is expected to identify to the Secretary, by means of an annual director and officer questionnaire, any transactions between the Company and any person or entity with which the director or officer may have a relationship that is engaged or is about to be engaged in a transaction with the Company. The Board reviews with the Secretary and management any such transaction with the affected director excused from such review.
CODE OF BUSINESS CONDUCT AND ETHICS
Spok has adopted a Code of Business Conduct and Ethics that applies to all of our employees including the CEO, CFO, and Controller/Chief Accounting OfficerCAO and all of the directors. This Code of Business Conduct and Ethics may be found on our website at http://www.spok.com/our_company/investor_relations/meet-spok/investor-relations. During the period covered by this report, we did not request a waiver of our Code of Business Conduct and Ethics and did not grant any such waivers. Spok intends to post amendments to or waivers from its Code of Business Conduct and Ethics (to the extent applicable to the Company’s directors, executive officers or principal financial officers) on its website.


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STOCKHOLDER PROPOSALS AND COMPANY DOCUMENTS
Stockholder proposals intended for inclusion in our Proxy Statementproxy statement for the Annual Meetingannual meeting of Stockholdersstockholders in the year 20162019 must be received by Sharon Woods Keisling, Corporate Secretary and Treasurer, Spok Holdings, Inc., 6850 Versar Drive, Suite 420, Springfield, Virginia 22151-4148, no later than January 1, 2016.February 8, 2019.
The Company’s Bylaws also provide that stockholders desiring to nominate a director or bring any other business before the stockholders at an annual meeting, other than proposals intended for inclusion in our proxy statement, must notify our Secretary thereof in writing during the period 60 to 90 days before the first anniversary of the date of the preceding year’s annual meeting (or, if the date of the annual meeting is more than 20 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered during the period 60 to 90 days before such annual meeting or 10 days following the day on which public announcement of the date of such meeting is first made by the Company). Pursuant to the requirements of the Company’s Bylaws, to nominate a director or bring any other business before the Annual Meetingannual meeting of Stockholdersstockholders in the year 2016,2019, stockholders must notify the Secretary in writing at a time that is not before April 30, 201625, 2019 and not after May 30, 2016.25, 2019. These stockholder notices must set forth certain information specified in the Company’s Bylaws.
We have filed our 20142017 Annual Report on Form 10-K with the SEC. Stockholders may obtain, free of charge, a copy of the Annual Report to Stockholders, which includes the 20142017 Annual Report on Form 10-K, by writing to Spok Holdings, Inc., Attn: Investor Relations, 6850 Versar Center, Suite 420 Springfield, Virginia 22151-4148. Stockholders may also obtain a copy of the Annual Report to Stockholders by accessing our website at www.spok.com.


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OTHER MATTERS
The Board knows of no other business that will be presented at the Annual Meeting. If any other business is properly brought before the Annual Meeting, proxies will be voted in respect thereof in accordance with the judgments of the persons voting the proxies.
Stockholders are urged to submit the proxy or voting instructions by telephone or over the Internet.
By Order of the Board of Directors,
/s/Sharon Woods Keisling
Sharon Woods Keisling
Corporate Secretary and Treasurer
April 30, 2015
Springfield, Virginia
The SEC's rules permit us to deliver a single Notice of Internet Availability of Proxy Materials (the "Notice") or single set of proxy materials to one address shared by two or more of our stockholders. We have delivered only one Notice , Proxy Statement or Annual Report, as applicable, to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We will promptly deliver, upon written or oral request, a separate copy of the Notice, Proxy Statement or Annual Report, as applicable, to any stockholder at a shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Notice, Proxy Statement or Annual Report, as applicable, now or in the future, please contact Investor Relations at 800-611-8488 or in writing at Spok Holdings, Inc. Attn: Investor Relations 6850 Versar Center, Suite 420 Springfield VA 22151-4148. If you are currently a stockholder sharing an address with another stockholder and are receiving more than one Notice, Proxy Statement or Annual Report, as applicable, and wish to receive only one copy of future Notices, proxy statements or Annual Reports, as applicable, for your household, please contact Investor Relations at the above phone number or address.





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