Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2024

USD ($)

uSD

Dec. 31, 2023

USD ($)

uSD

Dec. 31, 2022

USD ($)

uSD

Dec. 31, 2021

USD ($)

uSD

Dec. 31, 2020

USD ($)

uSD

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

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:

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

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

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.

Peer Group Issuers, Footnote

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.

PEO Total Compensation Amount

$ 2,241,872

$ 2,371,861

$ 2,241,962

$ 2,118,609

$ 2,089,573

PEO Actually Paid Compensation Amount

$ 2,647,343

4,206,220

1,987,036

1,715,235

1,823,662

Adjustment To PEO Compensation, Footnote

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.

Non-PEO NEO Average Total Compensation Amount

$ 1,087,215

1,139,797

1,091,234

909,767

863,198

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,227,807

1,765,153

1,016,795

778,886

796,888

Adjustment to Non-PEO NEO Compensation Footnote

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.

Compensation Actually Paid vs. Total Shareholder Return

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.

Compensation Actually Paid vs. Net Income

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.

Compensation Actually Paid vs. Company Selected Measure

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.

Total Shareholder Return Amount

$ 204

182

87

84

96

Peer Group Total Shareholder Return Amount

92

84

115

135

115

Net Income (Loss)

$ 14,965,000

$ 15,666,000

$ 21,856,000

$ (22,180,000)

$ (44,225,000)

Company Selected Measure Amount | uSD

29,173,000

30,342,000

14,965,000

(4,892,000)

6,346,000

Additional 402(v) Disclosure

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.

PEO

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 405,471

$ 1,834,359

$ (254,926)

$ (403,374)

$ (265,911)

PEO | SPOK Stock Award Value in Compensation Table [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(999,993)

(799,999)

(999,992)

(999,997)

(999,998)

PEO | SPOK Fair Value of Equity Awards granted and unvested at FYE [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

864,020

1,260,072

789,016

698,565

758,376

PEO | SPOK Fair Value of Equity Awards granted and vested at FYE [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

172,794

252,014

157,797

139,707

151,680

PEO | SPOK Change In Value Of Prior Year Awards Unvested At FYE [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

37,119

561,848

(68,285)

(98,118)

(55,304)

PEO | SPOK Change In Value Of Prior Year Awards That vested at FYE [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

331,531

569,261

(71,660)

(109,529)

(85,651)

PEO | SPOK Fair Value of Awards Forfeited [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

(8,837)

(61,802)

(34,002)

(35,014)

Non-PEO NEO

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

140,592

625,356

(74,439)

(130,881)

(66,310)

Non-PEO NEO | SPOK Stock Award Value in Compensation Table [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(385,406)

(304,167)

(337,497)

(369,995)

(369,995)

Non-PEO NEO | SPOK Fair Value of Equity Awards granted and unvested at FYE [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

333,005

479,091

266,295

258,469

280,593

Non-PEO NEO | SPOK Fair Value of Equity Awards granted and vested at FYE [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

66,591

95,811

53,254

51,688

56,123

Non-PEO NEO | SPOK Change In Value Of Prior Year Awards Unvested At FYE [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

14,113

189,625

(19,120)

(36,304)

(11,926)

Non-PEO NEO | SPOK Change In Value Of Prior Year Awards That vested at FYE [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

112,289

167,470

(20,064)

(27,404)

(15,834)

Non-PEO NEO | SPOK Fair Value of Awards Forfeited [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 0

$ (2,474)

$ (17,307)

$ (7,335)

$ (5,271)