DEF 14A of Spok Holdings, Inc, Apr 29, 2025

DEF 14A of Spok Holdings, Inc

Filed Apr 29, 2025 · FY20240001289945-25-000018

Open on EDGAR

  1. Forward-Looking Statements

    | Compensation Tables | 38 | | Background | 38 | | Summary Compensation Table | 38 | | All Other Compensation Table | 39 | | Grants of Plan-Based Awards | 39 | | Outstanding Equity Awards | 40 | | Stock Awards Vested | 40 | | Payments upon Termination or Termination Due to Change in Control | 41 | | Employment Agreement and Termination Arrangements – CEO | 41 | | Termination Arrangements – NEOs (Excluding the CEO) | 44 | | Change in Control Arrangements – NEOs (Excluding the CEO) | 45 | | Severance Recovery Policy | 47 | | Pay versus Performance | 49 | | Proposals Requiring Your Vote | 55 | | Proposal 1 – Election of Directors | 55 | | Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm | 59 | | Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation | 60 | | Security Ownership of Certain Beneficial Owners and Management | 61 | | Directors, Officers and Certain Other Beneficial Owners | 61 | | Securities Authorized for Issuance under Equity Compensation Plans | 62 | | Related Party Transactions and Code of Business Conduct and Ethics | 63 | | Transactions with Related Parties | 63 | | Review, Approval or Ratification of Transactions with Related Parties | 63 | | Code of Business Conduct and Ethics | 63 | | Stockholder Proposals and Company Documents | 64 | | Other Matters | 64 |

  2. COMPENSATION PROGRAM HIGHLIGHTS

    COMPENSATION PROGRAM HIGHLIGHTS •Annual base salary rates for current named executive officers ("NEOs") remained unchanged in 2024. •We set rigorous goals for the 2024 short-term incentive plan (“STIP”) and paid awards based on achievement of these goals. We paid 2024 STIP awards above the incentive target for each NEO, primarily driven by Spok Care Connect Suite ("CCS") Operations bookings of $34.1 million and adjusted EBITDA of $29.2 million, which both increased over the prior year and were higher than target performance. •The Company granted Restricted Stock Units (“RSUs”) to selected executives in January 2024 under the Long-Term Incentive Plan (“LTIP”). The equity-based award is divided between time served with the Company (50% time-based) and achieving aggregate performance goals (50% performance-based) for the cumulative three-year period beginning January 1, 2024 and ending December 31, 2026. •Stock ownership guidelines remain in effect for all executive officers, including NEOs. •Policies prohibiting pledging and hedging of our stock remain in effect for all executive officers, including NEOs.

  3. DIRECTORS

    DIRECTORS Process for Nominating Directors The Nominating and Governance Committee is responsible for identifying and evaluating nominees for director and for recommending to the Board a slate of nominees for election at the annual meeting of stockholders. 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 in the same manner as all other director candidates; 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 Corporate 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 approach 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 and the timeline that a stockholder must follow to nominate directors (see “Stockholder Proposals and Company Documents” on page 64). The current composition of our Board 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 55. Director Qualifications 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 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 strives to have a Board with a broad range of skills, experiences, and perspectives, including 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. 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 familial relationships of each member. The Board’s inquiry extended to both direct and indirect relationships with our Company. Based upon both detailed written submissions by members of the Board and discussions regarding the facts and circumstances pertaining to each member, considered in the context of applicable NASDAQ corporate governance rules, the Board has determined that all of our current directors are independent, with the exception of Mr. Kelly, our CEO. In making these independence determinations, the Board also reviewed Dr. Byrne's relationship with Advocate Health, as discussed below. Compensation of Directors The Company’s philosophy is to provide competitive compensation necessary to attract and retain highly qualified non-executive directors, while also ensuring that non-executive directors' interests are strongly aligned with those of our 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. Our 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 and an annual retainer paid in the form of cash compensation quarterly. The restricted stock will vest on the earlier of a change in control of the Company or one year from the date of grant. During 2024, each non-executive director received $100,000 (annualized) of restricted stock. In addition, the non-executive directors were entitled to an annual retainer paid in the form of cash compensation quarterly. The annual retainer paid to each non-executive director was as follows: •Non-executive directors each receives an annual cash retainer of $45,000; •Chair of Board receives an additional annual cash retainer of $45,000; •Members of our Audit Committee each receives an annual cash retainer of $10,000, and the committee chair receives $20,000; •Members of our Compensation Committee each receives an annual cash retainer of $6,000, and the committee chair receives $12,000; and •Members of Nominating and Governance Committee each receives an annual cash retainer of $4,000, and the committee chair receives $8,000. The following table sets forth the compensation earned by the non-executive directors for the year ended December 31, 2024:

  4. DIRECTORS

    | Directors | Fees Earned or Paid in Cash ($) | Stock Award ($)(1) | Total ($) | | Dr. Bobbie Byrne | 65,000 | 100,000 | 165,000 | | Christine M. Cournoyer | 98,000 | 100,000 | 198,000 | | Randy Hyun | 67,000 | 100,000 | 167,000 | | Brett Shockley | 65,000 | 100,000 | 165,000 | | Todd Stein | 65,000 | 100,000 | 165,000 |

  5. DIRECTORS

    (1) Amounts shown reflect the grant date fair value of annual restricted stock awards as determined under FASB ASC Topic 718. The non-executive directors were reimbursed for reasonable out-of-pocket Board-related expenses incurred. No other annual fees were paid to these non-executive directors. As of December 31, 2024, our non-executive directors had the following number of DSUs and shares of restricted stock outstanding:

  6. DIRECTORS

    | Directors | DSUs (#) | Restricted Stock (#) | | Dr. Bobbie Byrne | 5,637 | 6,530 | | Christine M. Cournoyer | 5,637 | 6,530 | | Randy Hyun | — | 6,530 | | Brett Shockley | — | 6,530 | | Todd Stein | — | 6,530 |

  7. DIRECTORS

    Non-Executive Director Compensation Actions for 2024 During 2023, AON performed a compensation analysis for our non-executive director compensation levels, which had remained unchanged since July of 2013. Based on the evaluation and considering the compensation level paid by our peer group, changes were made to the compensation effective October 1, 2023. The updated compensation levels are in-line with the median compensation level paid by our peer group. Accordingly, the Board determined to leave non-executive compensation levels unchanged for 2024. Stock Ownership Guidelines for Non-Executive Directors and Prohibitions on Pledging and Hedging The Board believes that stock ownership guidelines further align the interests of directors with those of the Company’s stockholders. For 2024, the non-executive directors were required to hold shares of common stock and/or restricted stock ranging from $195,000 to $201,000 for non-executive directors and $294,000 for the Chair of the Board (calculated as three times the annual cash fee) as measured on June 30 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 December 31, 2024. Our non-executive directors each remained committed to holding a meaningful ownership interest in the Company. 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. Of the five independent nominees, the longest tenured independent director joined the Board in 2018, and at the time of the Annual Meeting, the average tenure of the five independent nominees will be approximately five years. The Nominating and Governance Committee considered the Company’s strategic business plan. These nominees understand how the Company’s strategies and operations have evolved to support a renewed focus on the existing software and wireless businesses. The Nominating and Governance Committee believes that these nominees have a unique perspective regarding the Company's business strategy that would best provide long-term stockholder value. Based on this evaluation, the Nominating and Governance Committee believes that the six nominees should be elected as directors. The Nominating and Governance Committee will continue to evaluate Board composition annually and make its annual nominations accordingly. Annual Performance Evaluation The Chair of the Nominating and Governance Committee oversees an annual Board evaluation process. The process consists of individual interviews and detailed assessments, addressing such topics as Board composition and independence; the oversight of Company strategy; individual director engagement and performance; the quality of Board information and communication; director skills, expertise and education; as well as the performance and composition of individual Board committees. Additionally, each director is asked to comment on the Board’s overall effectiveness, including the identification of areas of improvement. Based on the results of this detailed evaluation, plus additional input received throughout the year, appropriate steps are taken to ensure that the Board is adhering to best-in-class governance standards. The Company's annual evaluation supported the Nominating and Governance Committee's nomination of six current directors as nominees for re-election at this year's Annual Meeting. Stockholders’ Communications We have not developed a formal process by which stockholders communicate directly to the Board. An informal process, in which stockholder communications directed to the Board are received by the Corporate Secretary and the communications (or summaries thereof) are provided to the Board, has served the Board’s and the stockholders’ needs well. All communications received are immediately communicated electronically to the Board, Committee Chair, or the specified individual directors, where appropriate. Responses, if appropriate, to these communications may come from the Corporate Secretary or a Board member. Accordingly, any communications to the Board should be addressed to the Board and sent in care of our Corporate Secretary at the following address: Spok Holdings, Inc., c/o Corporate Secretary, 3000 Technology Drive, Suite 400, Plano, Texas 75074.

  8. DIRECTORS

    | AUDIT COMMITTEE MATTERS |

  9. COMPENSATION COMMITTEE PROCEDURES

    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 subcommittees, the Chair of the Compensation Committee or other officers when it deems appropriate, unless prohibited by law, regulation or NASDAQ listing standards. Processes and Procedures for Establishing Executive Compensation The primary processes and procedures for establishing and overseeing executive compensation include: Compensation Committee Meetings. The Compensation Committee had three formal meetings in 2024 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. The Compensation Committee ordinarily engages independent compensation consultants every two years to review the structure and design of our executive compensation programs, with the most recent review having been completed in 2023. Based on the results of this evaluation in 2023 in which AON, the Compensation Committee’s independent compensation consultant, did not propose or recommend any significant changes to our executive compensation program for 2023, the Compensation Committee did not engage any compensation consultants for purposes of evaluating the 2024 executive compensation program. For 2024, the Compensation Committee engaged AON to review the Company's peer group as described below under “Relationships with Compensation Consultants and Use of Peer Groups”. 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 performance criteria.

  10. EXECUTIVE OFFICERS

    | INTRODUCTION | 24 | | EXECUTIVE SUMMARY | 24 | | 2024 Say-on-Pay Results and Stockholder Outreach | 24 | | Compensation Philosophy | 24 | | CEO Pay Ratio | 25 | | STOCKHOLDER OUTREACH | 27 | | EXECUTIVE COMPENSATION DESIGN | 28 | | Objectives | 28 | | Relationships with Compensation Consultants and Use of Peer Groups | 29 | | 2024 EXECUTIVE COMPENSATION PROGRAM DECISIONS | 29 | | Base Salary | 30 | | Short-Term Incentive Compensation | 30 | | Long-Term Incentive Compensation | 33 | | Termination and Change in Control Arrangements | 35 | | All Other Compensation | 35 | | OTHER CONSIDERATIONS | 36 | | Stock Ownership Guidelines | 36 | | Tax and Accounting Considerations | 36 | | “Clawback” Policy Regarding the Recovery of Compensation | 36 | | Prohibitions on Hedging and Pledging | 36 | | Prohibitions on Insider Trading | 36 | | Equity Grant Practices | 37 | | COMPENSATION TABLES TABLE OF CONTENTS | | | Background | 38 | | Summary Compensation Table | 38 | | All Other Compensation Table | 39 | | Grants of Plan-Based Awards | 39 | | Outstanding Equity Awards | 40 | | Stock Awards Vested | 40 | | Payments upon Termination or Termination Due to Change in Control | 41 | | Employment Agreement and Termination Arrangements – CEO | 41 | | Termination Arrangements – NEOs (Excluding the CEO) | 44 | | Change in Control Arrangements - NEOs (Excluding the CEO) | 45 | | Severance Recovery Policy | 47 | | Pay versus Performance | 49 |

  11. EXECUTIVE COMPENSATION DESIGN

    (1) American Software Inc. changed its name to Logility Inc. (2) These companies replaced peer companies that were removed from the peer group, due to being acquired by another company (LiveVOX Holdings Inc. and Tubla Rasa Healthcare, Inc.) or being delisted (NantHealth Inc. and UpHealth, Inc.). (3) Computer Programs and Systems, Inc. changed its name to TruBridge. The Compensation Committee previously engaged AON for purposes of evaluating the 2023 executive compensation program. Based on the results of this evaluation and the lack of material change to our executive compensation program for 2024, the Compensation Committee did not engage any compensation consultants for purposes of evaluating the 2024 executive compensation program. For 2024, the Compensation Committee engaged AON, an independent consulting firm, to review the Company's peer group, as described above.

  12. Short-Term Incentive Compensation

    Short-Term Incentive Compensation 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. Description of the STIP Performance Criteria – Based on the information from the LRP for 2024, the Compensation Committee approved the performance criteria of the 2024 STIP to be effective January 1, 2024. The 2024 STIP was payable in cash based upon separate pre-established performance criteria which included adjusted EBITDA, wireless revenue and CCS operations bookings, each of which is measurable and readily reportable and requires the coordination and cooperation of all of management for achievement. The Compensation Committee selected the 2024 performance criteria, all of which are key elements leading to long-term stockholder value creation, for the STIP based on the following rationale: Adjusted EBITDA – For purposes of the 2024 STIP, adjusted EBITDA is defined as net income/loss before interest income/expense, income tax benefit/expense, depreciation, amortization and accretion expense, stock-based compensation expense, impairment of intangible assets, and severance and restructuring (all calculated in accordance with United States GAAP). This performance criteria is a non-GAAP measure of the Company's earnings. This performance criteria measures the Company’s ability to increase earnings based on parameters established by the Board. Wireless Revenue – The retention of wireless revenue is a critical pillar in support of our current business strategy which places a strong emphasis on the generation of profitable cash flow. The target level for 2024 reflects 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. CCS Operations Bookings – CCS operations bookings represents contractual arrangements to provide licenses, professional services, signature support and equipment sales related to our CCS products. The amount of bookings reflects future software revenue. These performance criteria incentivized management to support the critical drivers for future growth. In establishing the CCS operations bookings target level for 2024, the Compensation Committee reviewed the actual performance level for CCS operations bookings in 2023 and set the 2024 target performance level higher than actual performance in 2023. In establishing this program, the Compensation Committee believed these 2024 STIP performance criteria were the key elements supporting stockholder value creation and would appropriately incentivize management. The Compensation Committee believed that this focus would continue to generate and produce long-term cash flows that would further support the Company's long-term capital allocation strategy for stockholder dividends and/or common stock repurchases. There were no changes to the performance criteria as compared to 2023, except that for 2024 the Compensation Committee removed the consolidated revenue metric that provided for an additional bonus opportunity of up to 15% in 2023. 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 level and target performance level or 2) the actual performance is between the target performance level and the maximum performance level. There is no STIP payout if achievement is below the threshold performance level. Payments under the STIP are contingent upon continued employment through the date of payment, 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 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. The threshold, target and maximum performance goals for each component of the performance criteria and the payouts that would have been provided under the 2024 STIP in the event of performance at each applicable level are set forth in the following tables:

  13. Short-Term Incentive Compensation

    | Performance Criteria | Relative Weight | Threshold Payout Against Target | Threshold Performance Level (in 000s) | Target Payout | Target Performance Level (in 000s) | Maximum Payout Against Target | Maximum Performance Level (in 000s) | | Adjusted EBITDA(1) | 50% | 80% | $22,075 | 100% | $27,594 | 130% | $35,872 | | Wireless Revenue | 25% | 80% | $58,961 | 100% | $73,701 | 130% | $95,811 | | CCS Operations Bookings(2) | 25% | 80% | $24,400 | 100% | $30,500 | 130% | $39,650 | | Total | 100% | 80% | | 100% | | 130% | |

  14. Short-Term Incentive Compensation

    (1)Net income/loss before interest income/expense, income tax benefit/expense, depreciation, amortization and accretion expense, stock-based compensation expense, impairment of intangible assets, and severance and restructuring (all calculated in accordance with United States GAAP). (2)CCS Operations Bookings represents contractual arrangements to provide licenses, professional services, signature support and equipment sales related to our CCS products. These bookings represent future revenue. 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 2024. Based on this understanding, the Compensation Committee also establishes the relative weighting for each performance criterion (see "Description of the STIP Performance Criteria" above). 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 2024 STIP were based on the following achievement against the pre-established performance criteria:

  15. Short-Term Incentive Compensation

    | Performance Criteria | Relative Weight | Actual Performance (in 000s) | Actual Payout | Weighted Actual Payout | | Adjusted EBITDA | 50% | $29,173 | 121.4% | 60.7% | | Wireless Revenue | 25% | $73,523 | 99.8% | 25.0% | | CCS Operations Bookings | 25% | $34,083 | 130.0% | 32.5% | | Total | 100% | | | 118.2% |

  16. Short-Term Incentive Compensation

    The STIP opportunity for each NEO is based on a percentage of the NEO’s base salary. For the NEOs' 2024 STIP, the percentage of base salary, the targeted payout and the actual payout were as follows:

  17. Short-Term Incentive Compensation

    | NEO | STIP Target Opportunity Percentage of Base Salary | Targeted Payout ($) | Actual Payout ($) | | Vincent D. Kelly | 80% | 400,000 | 472,800 | | Calvin C. Rice | 75% | 225,000 | 265,950 | | Michael W. Wallace | 88% | 350,000 | 413,700 | | Sharon Woods Keisling | 75% | 187,500 | 221,625 |

  18. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our 2024 LTIP rewards eligible executives, including the NEOs, through a combination of equity awards that contain time-based vesting and vesting based on the future financial performance of our Company. The goals of our long-term incentive program are to: •Reinforce a sense of ownership and align the financial interests of eligible executives, including the NEOs, with those of our stockholders; •Motivate decision-making which improves financial performance of our healthcare communications business over the long term, particularly during the Company's transition; •Recognize and reward superior financial performance of the Company; and •Provide a retention element to our compensation program. These goals were used in establishing the LTIP performance criteria for the 2024 grant. The Compensation Committee approved the 2024 LTIP which was granted to eligible employees, including NEOs, in January 2024. The 2024 LTIP 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 for the period from January 1, 2024, through December 31, 2026, (the “2024 - 2026 performance period”). Time-Based Vesting Awards - The Compensation Committee determined it would be appropriate and in the best interest of the Company and its stockholders to award a portion of its equity awards as time-based vesting to encourage, retain, and reinforce a sense of ownership among executives, including NEOs. The Company anticipates future equity-based awards will continue to be 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 future. In January 2024, as described above, the Compensation Committee awarded time-based RSUs to eligible employees, including NEOs, under our 2020 Equity Incentive Award Plan, subject to vesting as described below. Additionally, participants are entitled to dividend equivalent rights ("DERs") with respect to the RSUs to the extent that any cash dividends or cash distributions (regular or otherwise) are paid with respect to our common stock during the 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 2024 Grants of Plan-Based Awards table and the grant date fair value of the awards is included with the NEOs 2024 compensation in the Summary Compensation Table. The table below details the time-based RSUs awarded to the NEOs during 2024:

  19. Long-Term Incentive Compensation

    | NEO | RSUs Awarded (Time-Based) (#) | Value at Grant Date ($)(1) | Market Value at Year-End ($)(2) | | Vincent D. Kelly | 32,299 | 499,989 | 518,399 | | Calvin C. Rice | 10,497 | 162,494 | 168,477 | | Michael W. Wallace | 19,379 | 299,987 | 311,033 | | Sharon Woods Keisling | 7,469 | 115,620 | 119,877 |

  20. Long-Term Incentive Compensation

    (1)The fair values of the RSUs awarded were calculated at $15.48, the closing price of the Company's common stock on the last trading day of fiscal year ending December 31, 2023. (2)Market or payout values of the unvested RSUs were based on the number of RSUs granted and the closing market price of our common stock on the last trading day of fiscal year ending December 31, 2024 of $16.05 per share. The RSUs are convertible into shares of the Company’s common stock following vesting. The time-based grants noted in the table above will vest in three equal installments on December 31, 2024, 2025 and 2026 based on continued employment with the Company. Performance-based Vesting Awards -The Compensation Committee continued to utilize adjusted EBITDA as the performance metric for the performance-based awards. The Compensation Committee believed that this focus would continue to generate and produce long-term cash flows that would further support the Company's long-term capital allocation strategy for stockholder dividends and/or common stock repurchases. The Compensation Committee determined that, adjusted EBITDA, which is defined as net income/loss before interest income/expense, income tax benefit/expense, depreciation, amortization and accretion expense, stock-based compensation expense, impairment of intangible assets, and severance and restructuring (all calculated in accordance with United States GAAP), is a useful and objectively measurable metric, focusing management on profitability and earnings generation in alignment with our current business strategy. This performance criteria is a non-GAAP measure of the Company's earnings. LTIP 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 2024 LTIP. Under the terms of the performance-based grants, 100% of the target award is in the form of RSUs granted under our 2020 Equity Incentive Award 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 2024 - 2026 performance period. The DERs are subject to the same vesting restrictions as the RSUs to which they relate, such that the DERs are only paid to the extent the applicable performance criteria underlying the RSUs have been attained. 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. The Compensation Committee believes that performance-based RSUs link long-term compensation for our executives to our Company’s operational 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. Similar to the STIP, straight-line interpolation is used to determine payouts for LTIP awards when 1) the actual performance achieved is between the threshold performance level and target performance level or 2) the actual performance achieved 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 LTIP are contingent upon continued employment through the payment date, 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. 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 LTIP for the year of termination, subject to the execution of an appropriate release and other applicable and customary 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 based on the Compensation Committee's understanding of the Company's LRP and the expectations for 2024. The following table summarizes the performance criteria of the 2024 performance-based LTIP grant for the 2024 - 2026 performance period:

  21. Long-Term Incentive Compensation

    | 2024 Performance-Based LTIP Grant | | | | Item # | Weighting | 2024 - 2026 Performance Period Criteria(1) | | 1 | 100% | Adjusted EBITDA(2) |

  22. Long-Term Incentive Compensation

    (1)The Compensation Committee selected the performance criterion as a key measure in determining stockholder value. (2)The Compensation Committee determined that, adjusted EBITDA, which is defined as net income/loss before interest income/expense, income tax benefit/expense, depreciation, amortization and accretion expense, stock-based compensation expense, impairment of intangible assets, and severance and restructuring (all calculated in accordance with United States GAAP), is a useful and objectively measurable metric, focusing management on profitability and earnings generation in alignment with our current business strategy. This performance criteria is a non-GAAP measure of the Company's earnings. The 2024 LTIP grants provide that the grant will vest and be paid only if the minimum threshold of performance for the 2024 - 2026 performance period is achieved and will be forfeited if the minimum threshold of performance for the 2024 - 2026 performance period is not achieved. Participants will generally forfeit all rights with respect to RSUs and DERs awarded under the 2024 LTIP grant if they terminate with cause or voluntarily separate before the payment date, subject to employment agreement provisions for our CEO. The 2024 LTIP grants will be paid in March 2027 after filing our Annual Report on Form 10-K for the year ended December 31, 2026, with the SEC. The Company will provide the details of the performance criterion for the 2024 - 2026 performance period upon completion of the 2024 - 2026 performance period in its 2027 Proxy Statement. The table below details the performance-based grants awarded to our NEOs for 2024:

  23. Long-Term Incentive Compensation

    | NEO | RSUs Awarded (Performance-Based) (#) | Value at Grant Date ($)(1) | Market Value at Year-End ($)(2) | | Vincent D. Kelly | 32,300 | 500,004 | 518,415 | | Calvin C. Rice | 10,497 | 162,494 | 168,477 | | Michael W. Wallace | 19,380 | 300,002 | 311,049 | | Sharon Woods Keisling | 7,469 | 115,620 | 119,877 |

  24. Long-Term Incentive Compensation

    (1)The fair values of the RSUs awarded were calculated at $15.48, the closing price of the Company's common stock on the last trading day of fiscal year ending December 31, 2023. (2)Market or payout values of the unvested RSUs were based on the number of RSUs granted and the closing market price of our common stock on the last trading day of fiscal year ending December 31, 2024 of $16.05 per share. The RSUs are convertible into shares of the Company’s common stock if the pre-established performance criterion for the 2024 - 2026 performance period is achieved. The performance-based grants noted in the table above will vest on December 31, 2026, if the minimum threshold of performance for the 2024-2026 performance period is achieved.

  25. Termination and Change in Control Arrangements

    Termination and Change in Control Arrangements At this time, we do not have written employment agreements with our executives except for Mr. Kelly, our CEO. For purposes of retention, the Compensation Committee believed that an employment agreement with Mr. Kelly was necessary. 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 termination of employment. We did not pay or accrue any amounts relating to termination of any NEO for the year ended December 31, 2024. 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 41.

  26. All Other Compensation

    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 those offered to all other employees of the Company. Perquisites – Mr. Kelly's agreement allows for the use of an automobile, although he did not utilize this perquisite in 2024. From time to time we may offer additional limited perquisites to our NEOs that we believe to be fair and reasonable. See the footnotes to the Summary Compensation Table for a description of the perquisites provided to our NEOs in 2024. Insurance Premiums – We paid for basic life insurance at the value of each 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 – The Spok Holdings, Inc. Savings and Retirement Plan (the “Plan”) is open to all Company employees working a minimum of 20 hours per week with at least 30 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 pre-tax 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 6% 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 6% 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 commencement of employment. Profit sharing contributions are discretionary. In 2024, 2023 and 2022, we made matching contributions in amounts equal to $32,162, $39,600, and $32,622, respectively, for the NEOs participating in the Plan. Dividend Equivalent Rights – Participants in the LTIP, including the NEOs, are entitled to accrue DERs on each RSU granted to the participant. Each DER represents the value of dividends paid on the Company’s common stock during the related LTIP performance cycles. Each participant, including the NEOs, is entitled to receive in cash the DERs accrued on the underlying RSUs if the pre-established performance criteria are met. If a participant voluntarily leaves the employ of the Company, the underlying DERs are 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.

  27. OTHER CONSIDERATIONS

    OTHER CONSIDERATIONS Stock Ownership Guidelines The Compensation Committee established stock ownership guidelines under which all executive officers, including NEOs, are expected to hold common stock until his or her termination of employment in an amount equal to a multiple of his or her annual salary, as determined by position, which is based on our peer group analysis conducted in prior years. Our CEO is required to hold at least three times his annual salary and, at April 1, 2025, held in excess of 12 times his current annual salary in shares of the Company’s common stock and RSUs. Each executive officer is required to hold shares of common stock and RSUs equal to or greater than the amount of their annual salary. If the stock price declines, executive 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 three years of becoming subject to the guidelines (or three years from a subsequent promotion date and resulting increase in ownership requirements). As of December 31, 2024, all of our executive officers exceeded their stock ownership requirements. 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 certain current and former executive officers, including the principal executive officer and principal financial officer. 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. “Clawback” Policy Regarding the Recovery of Compensation We have a “clawback” policy providing for the recovery of compensation. In 2023, we revised our policy to include recovery of compensation from current and former executive officers in the event that the Company is required to prepare an accounting restatement to comply with SEC and NASDAQ requirements. This policy provides for the mandatory recovery (subject to limited exceptions) from current and former officers of incentive-based compensation that was erroneously received during the three years preceding the date that the Company is required to prepare an accounting restatement. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure. Prohibitions on Hedging and Pledging We have a "hedging and pledging" policy restricting all directors, executive officers, and employees 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 from pledging equity securities of the Company as collateral for a loan or otherwise holding equity securities of the Company in a margin account. Prohibitions on Insider Trading We have adopted an Employee Policy Statement on Inside Information and Securities Trading and a Policy Statement on Inside Information and Securities Trading, which are policies that govern the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards. Copies of our policies are included as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Equity Grant Practices We have not granted new awards of stock options, stock appreciation rights, or similar option-like instruments since inception and currently have no plans to do so.

  28. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE 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,” or the amounts realized may differ materially from the amounts listed in the Summary Compensation Table and related footnotes.

  29. SUMMARY COMPENSATION TABLE

    | NEO | Job Title | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total Compensation ($) | | Vincent D. Kelly | CEO | 2024 | 500,000 | | 999,993 | 472,800 | 269,079 | 2,241,872 | | | | 2023 | 500,000 | — | 799,999 | 567,600 | 504,262 | 2,371,861 | | | | 2022 | 600,000 | — | 999,992 | 539,000 | 102,970 | 2,241,962 | | Calvin C. Rice | CFO | 2024 | 300,000 | | 324,988 | 265,950 | 46,151 | 937,089 | | | | 2023 | 300,000 | — | 225,000 | 319,275 | 64,550 | 908,825 | | | | 2022 | 283,462 | 100,000 | 224,995 | 242,550 | 15,062 | 866,069 | | Michael W. Wallace | COO | 2024 | 400,000 | | 599,989 | 413,700 | 165,616 | 1,579,305 | | | | 2023 | 400,000 | — | 500,000 | 496,650 | 233,226 | 1,629,876 | | | | 2022 | 400,000 | 200,000 | 599,999 | 431,200 | 43,710 | 1,674,909 | | Sharon Woods Keisling | Corp. Secretary and Treasurer | 2024 | 250,000 | | 231,240 | 221,625 | 42,385 | 745,250 | | | | 2023 | 250,000 | — | 187,500 | 266,063 | 177,126 | 880,689 | | | | 2022 | 237,596 | 87,500 | 187,497 | 202,125 | 18,005 | 732,723 |

  30. SUMMARY COMPENSATION TABLE

    (1)Amounts include time-based and performance-based LTIP awards. The fair value of the performance-based RSUs awarded in 2024 is based on the probable outcome of the performance conditions on the grant date and calculated at $15.48 per share, the closing price of the Company's common stock on the last trading day of fiscal year ending December 31, 2023. Assuming maximum outcomes for 2024, the award would be approximately 130% of the values noted in the table above. Grant date fair values were determined in 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 2024 Annual Report on Form 10-K for the year ended December 31, 2024. (2)Amounts shown represent annual STIP awards paid in cash. (3)Additional information is provided in the "All Other Compensation" table below.

  31. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table sets forth the possible non-equity (cash-based), equity incentive plan (performance-based RSUs) and stock awards (time-based RSUs) that were granted to the NEOs in 2024:

  32. GRANTS OF PLAN-BASED AWARDS

    | | | | 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) ($) | | NEO | Award(3) | Grant Date | Threshold ($)(4) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Vincent D. Kelly | 2024 STIP | January 2024 | 320,000 | 400,000 | 520,000 | — | — | — | — | — | | | 2024 LTIP (time) | January 2024 | — | — | — | — | — | — | 32,299 | 499,989 | | | 2024 LTIP (performance) | January 2024 | — | — | — | 25,840 | 32,300 | 41,990 | — | 500,004 | | Calvin C. Rice | 2024 STIP | January 2024 | 180,000 | 225,000 | 292,500 | — | — | — | — | — | | | 2024 LTIP (time) | January 2024 | — | — | — | — | — | — | 10,497 | 162,494 | | | 2024 LTIP (performance) | January 2024 | — | — | — | 8,398 | 10,497 | 13,646 | — | 162,494 | | Michael W. Wallace | 2024 STIP | January 2024 | 280,000 | 350,000 | 455,000 | — | — | — | — | — | | | 2024 LTIP (time) | January 2024 | — | — | — | — | — | — | 19,379 | 299,987 | | | 2024 LTIP (performance) | January 2024 | — | — | — | 15,504 | 19,380 | 25,194 | — | 300,002 | | Sharon Woods Keisling | 2024 STIP | January 2024 | 150,000 | 187,500 | 243,750 | — | — | — | — | — | | | 2024 LTIP (time) | January 2024 | — | — | — | — | — | — | 7,469 | 115,620 | | | 2024 LTIP (performance) | January 2024 | — | — | — | 5,975 | 7,469 | 9,710 | — | 115,620 |

  33. GRANTS OF PLAN-BASED AWARDS

    (1)Amounts represent full year cash awards under the 2024 STIP. The actual payments were equal to 118.2% of the 2024 STIP target award and are discussed in the "Short-Term Incentive Compensation" section and reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. (2)Amounts represent the RSUs awarded under the performance-based 2024 LTIP in 2024. The RSUs are convertible into shares of the Company's common stock if the pre-established performance goal of the 2024 LTIP is achieved. The performance period of the 2024 LTIP is the three-year period ending December 31, 2026. (3)All equity awards were granted on January 2, 2024. (4)The amount shown in the "Threshold" column represents the amount that would have been paid for 2024 if we had achieved the minimum level of each financial performance objective and did not meet the operational performance objective. Additional details are reflected in the "Short-Term Incentive Compensation" section. (5)Amounts represent the grant date fair value of the awards calculated in accordance with FASB ASC Topic 718, which, for the performance-based 2024 LTIP awards, is based upon the probable outcome of the underlying performance conditions. For additional information, refer to footnotes of the audited financial statements that were included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

  34. OUTSTANDING EQUITY AWARDS

    OUTSTANDING EQUITY AWARDS At December 31, 2024, the following RSUs are outstanding for the NEOs:

  35. OUTSTANDING EQUITY AWARDS

    | | Stock Awards | | | | | | Time-Based Awards | | Equity Incentive Plan Awards | | | NEO | Number of Unearned RSUs That Have Not Vested | Market or Payout Value of Unearned RSUs That Have Not Vested ($)(1) | Number of Unearned RSUs That Have Not Vested | Market or Payout Value of Unearned RSUs That Have Not Vested ($)(1) | | Vincent D. Kelly | 21,533(4) | 345,605 | 32,300(3) | 518,415 | | | 16,280(5) | 261,294 | 48,840(2) | 783,882 | | Calvin C. Rice | 6,998(4) | 112,318 | 10,497(3) | 168,477 | | | 4,579(5) | 73,493 | 13,736(2) | 220,463 | | Michael W. Wallace | 12,920(4) | 207,366 | 19,380(3) | 311,049 | | | 10,175(5) | 163,309 | 30,525(2) | 489,926 | | Sharon Woods Keisling | 4,980(4) | 79,929 | 7,469(3) | 119,877 | | | 3,816(5) | 61,247 | 11,447(2) | 183,724 |

  36. OUTSTANDING EQUITY AWARDS

    (1)Market or payout values of the unvested RSUs' were based on the closing market price of our common stock on the last trading day of fiscal year ending December 31, 2024 of $16.05 per share. (2)Represents the target number of performance-based RSUs awarded under the LTIP on January 3, 2023. The RSUs are convertible into shares of the Company's common stock if the pre-established performance goals are achieved over the three-year period ending on December 31, 2025. (3)Represents the target number of performance-based RSUs awarded under the LTIP on January 2, 2024. The RSUs are convertible into shares of the Company's common stock if the pre-established performance goals are achieved over the three-year period ending on December 31, 2026. (4)Represents the RSUs awarded on January 2, 2024. The RSUs are convertible into shares of the Company's common stock based on a three-year vesting period. The unvested RSUs will vest in equal annual installments on December 31, 2025 and 2026. (5)Represents the RSUs awarded on January 3, 2023. The RSUs are convertible into shares of the Company's common stock based on a three-year vesting period. The unvested RSUs will vest on December 31, 2025.

  37. PAYMENTS UPON TERMINATION OR TERMINATION DUE TO CHANGE IN CONTROL

    PAYMENTS UPON TERMINATION OR TERMINATION DUE TO CHANGE IN CONTROL 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 involuntary termination of employment without cause. We did not pay or accrue any amounts relating to termination of any NEO for the year ended December 31, 2024. Employment Agreement and Termination Arrangements – CEO On October 10, 2023, the Company entered into a letter agreement with Mr. Kelly, the Company’s President and Chief Executive Officer. The letter agreement extends the term of Mr. Kelly’s employment agreement with the Company through December 31, 2026 and sets forth certain changes to Mr. Kelly’s compensation. For the years 2024, 2025 and 2026, Mr. Kelly’s annual base salary is $500,000, his target annual bonus award level is $400,000 and the target amount of his annual long-term incentive award is valued at $1,000,000. Under his employment agreement, Mr. Kelly 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. Mr. Kelly's agreement also allows for the use of an automobile, although he did not utilize this perquisite in 2024. The Board reviews Mr. Kelly’s base salary annually and may increase, but not decrease, the amount of his base salary. Mr. Kelly is eligible for the annual cash bonus; provided that he is employed by the Company on December 31 of the applicable calendar year and he has not voluntarily terminated his employment with the Company prior to the date such annual bonus is payable. The annual bonus shall be payable in cash. Mr. Kelly's annual base salary and cash bonus target for 2024 are set forth above in the sections entitled "2024 Executive Compensation Program Decisions – Base Salary” and “- Short-Term Incentive Compensation.” Under the employment agreement, we are not obligated to pay 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 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 employment agreement, the agreement may be 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; with “cause” (as defined in the employment agreement); and 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 for termination as a result of disability, we shall pay Mr. Kelly: (1)A disability benefit equal to 50% of the base salary during the disability 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, subject to the terms and conditions of the applicable Company fringe benefit or incentive compensation plan or program; (3)An amount equal to two times the full base salary then in effect, payable in a lump sum within 45 days after such 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 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, subject to the terms and conditions of the applicable Company fringe benefit or incentive compensation plan or program; (3)An amount equal to two times the full base salary, 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. 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 two times 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; provided that he shall be entitled to two times his annual STIP target if such termination occurs within one year following a change in control; (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 24 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 (8)Full vesting of any unvested time-based equity awards and waiver of any continuous employment conditions on any unvested performance-based equity awards, which awards shall be payable if and when such performance objectives are achieved. Assuming that the termination occurred on December 31, 2024, and the closing market price of our common stock on the last trading day of fiscal year ending December 31, 2024 was $16.05 per share, the targeted payments to the CEO are set forth in the following table:

  38. PAYMENTS UPON TERMINATION OR TERMINATION DUE TO CHANGE IN CONTROL

    | Vincent D. Kelly CEO | Disability ($)(1) | Death ($)(2) | Termination without Cause or For Good Reason ($)(3) | | Employment Agreement Benefits | | | | | Other Income(4) | 99,833 | — | — | | Salary and Lump Sum Benefits(5) | 1,166,667 | 1,400,000 | 1,800,000 | | Health Benefits(7) | — | — | 78,167 | | Total Compensation under Employment Agreement | 1,266,500 | 1,400,000 | 1,878,167 | | Company Incentive Plans and Other Benefits | | | | | Life Insurance(6) | — | 250,000 | — | | 2024 STIP(8) | 472,800 | 472,800 | 472,800 | | 2022 LTIP Time-based Award(9) | 309,251 | 309,251 | 309,251 | | 2022 LTIP Performance-based Award(10) | 1,206,061 | 1,206,061 | 1,206,061 | | 2023 LTIP Time-based Award(12) | 261,294 | 261,294 | 522,588 | | 2023 LTIP Performance-based Award(13) | 522,588 | 522,588 | 783,882 | | 2024 LTIP Time-based Award(14) | 172,794 | 172,794 | 518,399 | | 2024 LTIP Performance-based Award(15) | 172,794 | 172,794 | 518,415 | | All Other Compensation(11) | 503,056 | 503,056 | 673,294 | | Total Compensation from Company Incentive Plans and Other Benefits | 3,620,638 | 3,870,638 | 5,004,690 | | Total Compensation | 4,887,138 | 5,270,638 | 6,882,857 |

  39. PAYMENTS UPON TERMINATION OR TERMINATION DUE TO CHANGE IN CONTROL

    (1)For purposes of the Disability benefits, Mr. Kelly was assumed to be disabled on June 1, 2024, through a termination date of December 31, 2024 (which includes 30 days written notice provided on December 1, 2024). (2)For purposes of the "Death" scenario, it is assumed death occurred on December 31, 2024. (3)For purposes of the "Termination without Cause or For Good Reason" scenario, the termination date is assumed to have occurred on December 31, 2024. In the event of change in control, if terminated within one year of change in control date, Mr. Kelly would be entitled to one additional year of target annual bonus. (4)This amount assumes Mr. Kelly has been paid his pro rata base salary from January 1, 2024, through December 31, 2024, under the “Death” and “Termination without Cause or For Good Reason” scenarios. The payment to Mr. Kelly under the “Disability” scenario includes a disability benefit equal to 50% of the base salary during the disability period and reduces compensation by anticipated payments made under the Company's short- and long-term disability plans during the period of disability. (5)These amounts represent the relevant lump sum payments pursuant to Mr. Kelly’s employment agreement and include the additional STIP target bonus amounts. (6)This represents a standard benefit available to all employees. (7)This was the cost of continuation of health benefits that may be provided to Mr. Kelly. At his expense, Mr. Kelly or his beneficiary is entitled to continuation of health coverage pursuant to COBRA under the “Disability” or “Death” scenario. 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 24 months. (8)These amounts represent the actual amount of Mr. Kelly's 2024 STIP that was unpaid as of the date of termination, December 31, 2024. (9)Pursuant to the terms of the 2022 LTIP time-based award, 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 total RSUs awarded to Mr. Kelly for the 2022 LTIP time-based award were 57,803. At December 31, 2024, 19,268 shares remained unvested. The amounts represent the market values at December 31, 2024, for the RSUs that would have vested as of December 31, 2024, under the 2022 LTIP award based on the closing market price of our common stock on the last trading day of fiscal year ending December 31, 2024 of $16.05 per share. (10)Pursuant to the terms of the 2022 LTIP performance-based award, Mr. Kelly was entitled to 130.00% 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 2022 LTIP performance-based award were 57,803. The amounts represent the market values at December 31, 2024, for the RSUs that would have vested, assuming performance at target level as of December 31, 2024, under the 2022 LTIP award, based on the closing market price of our common stock on the last trading day of fiscal year ending December 31, 2024 of $16.05 per share. (11)The amount reflected under “Termination without Cause or For Good Reason” scenario consists of the maximum reimbursement for outplacement services of $35,000 and cumulative dividends earned through December 31, 2024, (excluding interest earned) for the RSUs awarded to Mr. Kelly under the 2022, 2023 and 2024 LTIP grants. For purposes of the "Disability" and "Death" scenarios, the amounts reflected consist of cumulative dividends earned through December 31, 2024, (excluding interest earned) for the RSUs awarded to Mr. Kelly under the 2022, 2023 and 2024 LTIP grants. These amounts represent cumulative cash dividends of $3.75 per share for RSUs granted in 2022, $2.50 per share for RSUs granted in 2023, and $1.25 per share for RSUs granted in 2024. (12)Pursuant to the terms of the 2023 LTIP time-based award, 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 total RSUs awarded to Mr. Kelly for the 2023 LTIP time-based award were 48,840. At December 31, 2024, 32,560 shares remained unvested. The amounts represent the market values at December 31, 2024, for the RSUs that would have vested as of December 31, 2024, under the 2023 LTIP award based on the closing market price of our common stock on the last trading day of fiscal year ending December 31, 2024 of $16.05 per share. (13)Pursuant to the terms of the 2023 LTIP performance-based award, Mr. Kelly was entitled to 66% 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 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 2023 LTIP performance-based award were 48,840. The amounts represent the market values at December 31, 2024, for the RSUs that would have vested, assuming performance at target level, as of December 31, 2024, under the 2023 LTIP award based on the closing market price of our common stock on the last trading day of fiscal year ending December 31, 2024 of $16.05 per share. (14)Pursuant to the terms of the 2024 LTIP time-based award, 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 total RSUs awarded to Mr. Kelly for the 2024 LTIP time-based award were 32,299. At December 31, 2024, 32,299 shares remained unvested. The amounts represent the market values at December 31, 2024, for the RSUs that would have vested as of December 31, 2024, under the 2024 LTIP award based on the closing market price of our common stock on the last trading day of fiscal year ending December 31, 2024 of $16.05 per share. (15)Pursuant to the terms of the 2024 LTIP performance-based award, 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 performance-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 2024 LTIP award performance-based were 32,300. The amounts represent the market values at December 31, 2024, for the RSUs that would have vested, assuming performance at target level, as of December 31, 2024, under the 2024 LTIP award based on the closing market price of our common stock on the last trading day of fiscal year ending December 31, 2024 of $16.05 per share. Termination Arrangements – NEOs (Excluding the CEO)

  40. PAYMENTS UPON TERMINATION OR TERMINATION DUE TO CHANGE IN CONTROL

    Mr. Rice, Mr. Wallace, and Ms. Woods Keisling are employed at will with no separate arrangement other than the severance benefits outlined in the Company’s Executive Severance and Change in Control Agreement (the “Severance Agreement”). The Company previously entered into Severance Agreements with Mr. Rice, Mr. Wallace and Ms. Woods Keisling for the purpose of providing severance payments and benefits upon 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. In April 2017, the Company executed new Severance Agreements with Mr. Wallace and Ms. Woods Keisling, the terms of which are similar to the Severance Pay Plan, except for termination due to change in control. In August 2023, the Company executed a new Severance Agreement with Mr. Rice, the terms of which are similar to the Severance Pay Plan, except for termination due to change in control. Termination without Cause. Under the terms of the Severance Agreements, Mr. Rice, Mr. Wallace and Ms. Woods Keisling 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 26 weeks, plus an additional two weeks for each year of service, up to a combined maximum of 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 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 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 for the 2022, 2023 and 2024 LTIP Grants. In accordance with the terms of the LTIP, if the NEOs (but not the CEO) are terminated for cause or voluntarily separate from service prior to the end of the applicable performance period, they shall forfeit any right to unvested awards, unless otherwise authorized by the Committee in its sole discretion. Otherwise, participants are entitled to a prorated award at the end of the performance period, provided the performance targets have been met. Based on the total number of days they were employed during the performance period, in the event of a participant’s death, the participant’s estate will be eligible to receive an amount not greater than 100% of the participant’s target award, with such amount determined in the Compensation Committee’s sole discretion. Payment will be made in the year following the participant’s death. Assuming that the termination without cause occurred on December 31, 2024, and that the closing market price of our common stock on the last trading day of fiscal year ending December 31, 2024 was $16.05 per share, the targeted payments to the NEOs (excluding the CEO), are set forth in the following table:

  41. PAYMENTS UPON TERMINATION OR TERMINATION DUE TO CHANGE IN CONTROL

    | NEO | Job Title | Salary ($) | Health Benefits ($)(1) | 2024 STIP ($)(2) | LTIP and Other Equity Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Calvin C. Rice | CFO | 265,385 | 32,978 | 265,950 | 673,715 | 122,746 | 1,360,774 | | Michael W. Wallace | COO | 307,692 | 28,051 | 413,700 | 1,606,461 | 304,888 | 2,660,792 | | Sharon Woods Keisling | Corp. Secretary and Treasurer | 250,000 | 33,890 | 221,625 | 547,722 | 101,221 | 1,154,458 |

  42. PAYMENTS UPON TERMINATION OR TERMINATION DUE TO CHANGE IN CONTROL

    (1)These amounts represent the cost of continuation of health benefits for the Severance Period provided to the NEOs. (2)These amounts represent the actual STIP award paid to the NEOs for 2024. The Company’s performance for 2024 resulted in payment at 118.2% of the STIP target. (3)Pursuant to the terms of the LTIP, the NEOs were entitled to 130.00% of the target award for the performance-based 2022 grant, 100% of the target award for the time-based 2021 grant, 66% of the target award for the 2023 grant and 33% of the target award for the 2024 grant. Payment for awards with performance obligations are not made until the end of the applicable performance period; however, for purposes of this table, we have included the value of the target number of performance-based RSUs, pro-rated for the 2023 and 2024 grants. The amounts represent the RSUs based on the closing market price of our common stock on the last trading day of fiscal year ending December 31, 2024 of $16.05 per share. (4)These amounts represent cumulative cash dividends accrued for RSUs granted but unvested as of December 31, 2024 of $3.75 per share for 2022 LTIP plans, $2.50 per share for 2023 LTIP plans, and $1.25 per share for 2024 LTIP plans. The amounts do not reflect interest earned on the cumulative cash dividends. Change in Control Arrangements – NEOs (Excluding the CEO) Under the Severance Agreements with Mr. Rice, Mr. Wallace and Ms. Wood Keisling, if a change in control with respect to the Company occurs, and following such change in control, Mr. Rice, Mr. Wallace or Ms. Wood Keisling experiences a termination of employment by the Company without cause or resigns for “good reason” as defined in the Severance Agreements, then the executive would be entitled to the following severance benefits, subject to their executing a release of claims. 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: (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 two 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; (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; and (4)Accrued Rights defined as any other amount or benefit to which the Executive is entitled under any other compensation or benefit plan, program or arrangement, payable in accordance with the terms of such plan, program or arrangement as of the date of termination. In addition, in accordance with the terms of the LTIP, the NEOs (but not the CEO) will be entitled to the following accelerated vesting schedule in the event of a change in control, but only if the Compensation Committee determined that the Company was on track to meet the applicable performance goals under the LTIP: (1)50% of the participant’s target award shall vest if a change in control occurs during the first year of the performance period; (2)75% of the participant’s target award shall vest if a change in control occurs during the second year of the performance period; or (3)100% of the participant’s target award shall vest if a change in control occurs during the third 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 applicable equity plan); or (2) on or after the third business day following the day that the Company filed its 2024 Annual Report on Form 10-K with the SEC. Assuming a termination without cause or resignation for good reason following a change in control occurred on December 31, 2024, and that the closing market price of our common stock on the last trading day of fiscal year ending December 31, 2024 was $16.05 per share, the targeted payments to the NEOs (excluding the CEO) are set forth in the following table:

  43. PAYMENTS UPON TERMINATION OR TERMINATION DUE TO CHANGE IN CONTROL

    | NEO | Job Title | Salary and Lump Sum Benefits ($)(1) | Health Benefits ($)(2) | 2024 STIP ($)(3) | LTIP and Other Equity Awards ($)(4) | All Other Compensation ($)(5) | Total ($) | | Calvin C. Rice | CFO | 790,385 | 55,895 | 265,950 | 905,974 | 147,989 | 2,166,193 | | Michael W. Wallace | COO | 1,057,692 | 54,704 | 413,700 | 2,069,793 | 356,870 | 3,952,759 | | Sharon Woods Keisling | Corp. Secretary and Treasurer | 687,500 | 50,835 | 221,625 | 724,192 | 120,927 | 1,805,079 |

  44. PAYMENTS UPON TERMINATION OR TERMINATION DUE TO CHANGE IN CONTROL

    (1)These amounts assume the NEOs have been paid their pro rata base salaries from January 1, 2024, through December 31, 2024 and the STIP award at the target levels. (2)These amounts represent the cost of continuation of health benefits provided to the NEOs for 18 months. (3)These amounts represent accrued rights, the STIP that was payable as of the date of termination, December 31, 2024. The Company’s performance for 2024 resulted in payment at 118.2% of the STIP target. (4)These amounts represent the portion of the RSUs under the LTIP that were eligible to vest based on the closing market price of our common stock on the last trading day of fiscal year ending December 31, 2024, of $16.05 per share. These amounts would be payable without regard to termination of employment, but with respect to performance-based RSUs, only if the Compensation Committee determined that the Company was on track to meet the applicable performance goals under the LTIP. (5)These amounts represent cumulative cash dividends accrued for RSUs granted but unvested as of December 31, 2024 of $3.75 per share for 2022 LTIP plans, $2.50 per share for 2023 LTIP plans, and $1.25 per share for 2024 LTIP plans. The amounts do not reflect interest earned on the cumulative cash dividends. We did not pay or accrue any amounts relating to termination and change in control payments for the NEOs for the year ended December 31, 2024. The 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.

  45. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the information below to illustrate the relationship between the SEC-defined compensation actually paid (“CAP”) and various measures used to gauge the Company’s financial performance in conformance with Item 402(v) of Regulation S-K. CAP is calculated in accordance with Item 402(v) of Regulation S-K and differs from compensation shown in the Summary Compensation Table on page 38 for the CEO and other NEOs. See below for a reconciliation of the total compensation shown in the Summary Compensation Table to CAP. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, see the Compensation Discussion and Analysis section beginning on page 24. The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024 and our financial performance for each such fiscal year:

  46. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on(3) | | Net Income ($) | Adjusted EBITDA ($)(4) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2024 | 2,241,872 | 2,647,343 | 1,087,215 | 1,227,807 | 204 | 92 | 14,965,000 | 29,173,000 | | 2023 | 2,371,861 | 4,206,220 | 1,139,797 | 1,765,153 | 182 | 84 | 15,666,000 | 30,342,000 | | 2022 | 2,241,962 | 1,987,036 | 1,091,234 | 1,016,795 | 87 | 115 | 21,856,000 | 14,965,000 | | 2021 | 2,118,609 | 1,715,235 | 909,767 | 778,886 | 84 | 135 | (22,180,000) | (4,892,000) | | 2020 | 2,089,573 | 1,823,662 | 863,198 | 796,888 | 96 | 115 | (44,225,000) | 6,346,000 |

  47. PAY VERSUS PERFORMANCE

    (1)Total compensation earned during the fiscal year as presented within the Summary Compensation Table on Page 38, during each year in the table above. Mr. Vince Kelly is represented as the principal executive officer ("PEO") for the years shown. For performance years 2024, 2023 and 2022, Mr. Calvin Rice, Mr. Michael Wallace and Ms. Sharon Woods Keisling are represented as the non-PEO NEOs. For the performance years 2021 and 2020, Mr. Michael Wallace and Ms. Sharon Woods Keisling are represented as the non-PEO NEOs. (2)CAP to our NEOs represents the "Total" compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted for the adjustments in Appendix A. (3)Total Shareholder Return is cumulative for the measurement periods beginning on December 31, 2019 and ending on the last fiscal day in 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the S&P Composite 1500 Healthcare Technology Index for each year disclosed in the table. (4)Adjusted EBITDA represents net income/loss before interest income/expense, income tax benefit/expense, depreciation, amortization and accretion expense, stock-based compensation expense, impairment of intangible assets, and severance and restructuring. Appendix A: The following adjustments were made to the total compensation paid to the PEO and the average total compensation paid to the Non-PEO NEOs to arrive at CAP, in accordance with SEC rules.

  48. PAY VERSUS PERFORMANCE

    | Adjustments | 2020 | | 2021 | | 2022 | | 2023 | | 2024 | | | | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | | Deduction for Value of Stock Awards as reported in Summary Compensation Table | (999,998) | (369,995) | (999,997) | (369,995) | (999,992) | (337,497) | (799,999) | (304,167) | (999,993) | (385,406) | | Fair Value of awards granted in fiscal year that are unvested and outstanding at fiscal year end | 758,376 | 280,593 | 698,565 | 258,469 | 789,016 | 266,295 | 1,260,072 | 479,091 | 864,020 | 333,005 | | Fair Value of awards granted in fiscal year that are vested in the fiscal year | 151,680 | 56,123 | 139,707 | 51,688 | 157,797 | 53,254 | 252,014 | 95,811 | 172,794 | 66,591 | | Change in Fair Value of Prior Years' awards unvested and outstanding at fiscal year end | (55,304) | (11,926) | (98,118) | (36,304) | (68,285) | (19,120) | 561,848 | 189,625 | 37,119 | 14,113 | | Change in Fair Value of Prior Years' awards vested in the fiscal year | (85,651) | (15,834) | (109,529) | (27,404) | (71,660) | (20,064) | 569,261 | 167,470 | 331,531 | 112,289 | | Fair Value of Prior Years' awards forfeited in the fiscal year | (35,014) | (5,271) | (34,002) | (7,335) | (61,802) | (17,307) | (8,837) | (2,474) | — | — | | Total Adjustments | (265,911) | (66,310) | (403,374) | (130,881) | (254,926) | (74,439) | 1,834,359 | 625,356 | 405,471 | 140,592 |

  49. PAY VERSUS PERFORMANCE

    Tabular List of Financial Performance Measures As described in greater detail in Compensation Discussion and Analysis beginning on page 24, our approach to executive compensation is designed to directly link pay to performance, recognize corporate performance, promote long-term stock ownership, attract, retain and motivate talented executives, and balance risk and reward. The Company believes the following financial performance measures represent the most important financial performance measures used by the Company to link compensation actually paid (as defined by SEC rules) to the Company’s named executive officers to Company performance, for the fiscal year ended December 31, 2024. (1)Adjusted EBITDA (2)Wireless Revenue (3)CCS Operations Bookings For additional details regarding our most important financial performance measures, please see the sections entitled “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” in our Compensation Discussion and Analysis elsewhere in this Proxy Statement. Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income, and (iv) our adjusted EBITDA, in each case, for the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024. CAP versus Company TSR and Peer Group TSR TSR amounts reported in the graph assume an initial fixed investment of $100 and that all dividends, if any, were reinvested. As shown in the chart above, the PEO and other NEOs CAP amounts are directionally aligned with the Company’s TSR. In 2023, the PEO and NEOs CAP amounts included increases in fair value of awards due to the change in the grant date stock price as compared to the fair value at the end of the year as a result of the increase in stock price. We believe the use of equity awards in the Long-Term Incentive Plan strengthens the alignment between our executives’ compensation plans and stockholders’ interests. The TSR peer group is based on the S&P Composite 1500 Health Care Technology Index, which reflects the Company’s industry sector. The Company’s five-year cumulative TSR was above that of the S&P Composite 1500 Health Care Technology Index. CAP versus Net Income As shown in the chart above, the Company’s net income has increased over the five-year measurement period. The changes in CAP for the PEO and other NEOs are not proportionally correlated with changes in net income over the same measurement period. This is due in part to PEO and other NEO compensation being largely equity-based compensation, as well as the impacts of the impairments and change in valuation allowance on net income in accordance with GAAP. In addition, while net income is one of several factors used to assess Company performance, the Company generally does not use net income as a metric to determine compensation levels or incentive plan payout. CAP versus Adjusted EBITDA As shown in the chart above, the PEO and other NEOs’ CAP amounts are directionally aligned with the Company-selected measure of adjusted EBITDA. As discussed in the Long-Term Incentive Plan for 2024 on page 33, adjusted EBITDA is a key performance metric for 2024. However, performance-based equity awarded under the Long-Term Incentive Plan is generally based on a three-year performance period, and the value upon vesting is reflective of the prior three-year performance period. Additionally, while we believe adjusted EBITDA is the most important financial performance measure used by us to link compensation actually paid to our NEOs for the most recently completed fiscal year, this metric was not used by us to link NEO compensation to Company performance in fiscal years ended December 31, 2022, 2021 or 2020.

  50. PAY VERSUS PERFORMANCE

    | PROPOSALS REQUIRING YOUR VOTE |

  51. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS Below are six nominees for director who the Company believes are best positioned to serve our Company and stockholders. The Board unanimously recommends that you vote "FOR" each of the six of the nominees. In doing so, the nominees will be elected at the Annual Meeting to serve until their respective successors are elected or appointed and qualified. Properly executed proxies will be voted as marked. Unmarked proxies that are received will be voted "FOR" each of the six nominees named below. It is expected that all nominees proposed by our Board will be able to serve on the Board if elected. However, if before the election one or more nominees are unable to serve for any unforeseen reason, the proxy holders will vote the proxies for the remaining nominees and for substitute nominees chosen by our Board (unless our Board reduces the number of directors to be elected). Set forth below is certain information, as of April 29, 2025, for each individual nominated to the Board:

  52. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | Dr. Bobbie Byrne, age 57, became a director of the Company in January 2020. She is a member of the Audit Committee, Compensation Committee and Nominating and Governance Committee. Position, Principal Occupation and Professional Experience: Dr. Byrne currently serves as EVP and Chief Information Officer at Advocate Health and has served as Chief Information Officer at Advocate Health since 2017, responsible for all information technology applications, information security, infrastructure, clinical informatics, data warehousing and business intelligence across the entire healthcare system. In 2017, she served as CMO at Edward-Elmhurst Health where she was responsible for quality and safety, clinical research, information technology and patient experience, and prior to that, she was the CIO from 2009 to 2017 where she oversaw the Epic and Lawson implementations. Dr. Byrne was the Clinical Director at the Certification Commission for Healthcare Information Technology in 2009 and served as the SVP, Clinical Solutions for Eclipsys, Inc. (now Allscripts, Inc.) from 2005 to 2009. Director Qualifications: Dr. Byrne has extensive operational and executive management experience with over 20 years of experience in the healthcare industry, which provides a unique insight to the Company as it transitions to a cloud-based software Company. She completed medical school at Northwestern University and pediatrics residency at Children’s Memorial Medical Center in Chicago. She also practiced at Northwestern Memorial Hospital and North Shore University Healthcare. She received her M.B.A. from the Kellogg Graduate School of Management and her B.A. from Northwestern University. She is active in the informatics work of the American Academy of Pediatrics, having served on the organization’s Physician Advisory Council for Informatics. She is board certified in both Pediatrics and Clinical Informatics. Dr. Byrne has the requisite qualifications to continue as a director. |

  53. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | Christine M. Cournoyer, age 73, became a director of the Company in March 2020. She is Chair of the Board and the Nominating and Governance Committee. Position, Principal Occupation and Professional Experience: Ms. Cournoyer currently serves as a strategic advisor to digital health companies and as a board member of CareDx, Inc., a leading precision medicine company providing solutions for transplant patients, since 2019. She also serves as the Chairperson of the Compensation Committee at CareDx, Inc. She served as CEO and Chairperson of N-of-One, Inc. from 2012 to 2019, until it was acquired by QIAGEN N.V., for whom she served as a strategic advisor for the remainder of 2019. In her time as CEO of N-of-One, Inc., Ms. Cournoyer led the transformation from a patient concierge business to a leading molecular decision support company selling to large health providers and leading molecular diagnostic commercial labs. She, along with the efforts of her team, created a Health Insurance Portability and Accountability Act (HIPAA) compliant platform running in the cloud that scaled to interpret hundreds of thousands of molecular diagnostics tests. From 2010 to 2011, Ms. Cournoyer served as the VP of Clinical Analytics for UnitedHealth Group/Optum where she was responsible for clinical solutions and defining the clinical support strategy. Between 2006 and 2010, she was the President and COO for Picis, a global leader in healthcare IT. Ms. Cournoyer also served as a board member of Emerson Hospital from 2012 to 2018, BJ's Wholesale Club from 2008 to 2011, Stride Rite from 2001 to 2007 and GTECH from 2003 to 2006. Prior positions include Managing Director, Database Division, of Harte Hanks, and VP of Global Business Transformation and CIO of the IBM Software Group. Director Qualifications: Ms. Cournoyer has over 30 years of management experience in the Software and Healthcare IT industry. Ms. Cournoyer has extensive public and private board experience, having served on the board of directors for three public companies: Stride Rite, GTECH, and BJ’s Wholesale Club. Ms. Cournoyer served as the Chairperson of the Board of Directors for N-of-One, a privately held venture-backed company in molecular/genomics decision support. She is presently serving on the board of CareDx, a leader in the field of transplants. Ms. Cournoyer has experience serving on the Finance, Audit, and Compensation Committees and has chaired a Technology Committee for two of the boards. Ms. Cournoyer has also served on a nonprofit board as a member of the Emerson Hospital Board of Trustees. She holds a B.S. degree in Business Administration from the University of Massachusetts, an M.A. in Economics from Northeastern University and is a graduate of the MIT Executive Education Program. Ms. Cournoyer has the requisite qualifications to continue as a director. |

  54. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | Randy Hyun, age 51, became a director of the Company in July 2021. Mr. Hyun is the Chair of the Compensation Committee and a member of the Audit Committee. Position, Principal Occupation and Professional Experience: Mr. Hyun is the Chief Executive Officer of CarepathRx LLC, a position he has held since July 2023. Prior to that, he served as Chief Operating Officer of CarepathRx LLC and Chief Executive Officer of CarepathRx Health Systems Solutions from May 2020 to July 2023. Prior to joining CarepathRx in 2020, Mr. Hyun was Chief Executive Officer of Aetna Medicaid from 2018 through 2020 and President of Aetna Pharmacy Management from 2017 to 2018, both subsidiaries of CVS Health, a provider of health services in the health insurance, PBM, and retail pharmacy markets. From 1997 until 2017, Mr. Hyun held varying roles of increasing responsibility at McKesson Corporation, a provider of supply chain and technology solutions to healthcare providers. Director Qualifications: Mr. Hyun has extensive management experience in the healthcare services industry with over 20 years of experience, including a robust background in strategy and operations. He received his M.B.A. from the Wharton School at the University of Pennsylvania and his B.S. in Mechanical Engineering from the Massachusetts Institute of Technology. Mr. Hyun has the requisite qualifications to continue as a director. |

  55. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | Vincent D. Kelly, age 65, became a director, President and Chief Executive Officer (“CEO”) of the Company in November 2004, when the Company was formed through the merger of Metrocall Holdings, Inc. and Arch Wireless, Inc. 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 COO, CFO and Executive Vice President 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 serves as CEO for all of 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 35 years and the software industry for over 10 years. Mr. Kelly holds a BS in accounting from George Mason University. Mr. Kelly has the requisite qualifications to continue as a director. |

  56. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | Brett Shockley, age 65, became a director of the Company in June 2020. He is a member of the Audit Committee, Compensation Committee, and Nominating and Governance Committee. Position, Principal Occupation and Professional Experience: Mr. Shockley currently serves as the Chief Executive Officer and Chairman of Journey AI, Inc., a private software company that provides a trusted identity platform delivering security, privacy and frictionless customer experience solutions to the contact center industry, since he co-founded the company in May 2016. He has also served on the board of directors of eGain Corporation (“eGain”), a software service provider, since January 2015 and served as eGain’s Lead Independent Director from September 2017 to August 2021. From 2008 to 2014, Mr. Shockley held various positions at Avaya Holdings Corp., a technology company specializing in business communications, most recently serving as a Senior Vice President of Corporate Strategy, Corporate Development and Chief Technology Officer from May 2013 to December 2014. Prior to that, Mr. Shockley served as Chief Executive Officer, President and a Co-Founder of Spanlink Communications, Inc., a provider of contact center technologies and network infrastructure implementations, from 1988 to 2008. In addition, from 2007 to 2008, Mr. Shockley served as the Co-Founder and a director of Calabrio, Inc., a workforce optimization software company. Director Qualifications: Mr. Shockley has extensive management experience in the Software and Technology industry with technical expertise and experience leading transitions from hardware to software, on-premise to cloud, and perpetual license to subscription SaaS. During his career, Mr. Shockley has developed technical expertise in contact center hardware and software, workforce optimization software and analytics, and security and privacy software. Mr. Shockley also has extensive public and private board experience, including his recent service as the Lead Independent Director at eGain. He holds a B.S. in Mechanical Engineering from the University of Minnesota’s Institute of Technology and an M.B.A. in Marketing from the University of Minnesota’s Carlson School of Management. Mr. Shockley has the requisite qualifications to continue as director. |

  57. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | Todd Stein, age 47, became a director of the Company in July 2018. He is Chair of the Audit Committee. 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 sixteen 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 is also considered an audit committee financial expert. Mr. Stein has the requisite qualifications to continue as a director. |

  58. PROPOSAL 1 – ELECTION OF DIRECTORS

    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.