CEO Vincent Kelly was paid $4,817,820 in fiscal year 2025, ↑ up 114.9% from fiscal year 2024, the 58th percentile of its disclosed peer group (SEC filing 0001289945-26-000028 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$4,817,820 ↑ Vincent Kelly total, FY2025 | 58th CEO pay percentile vs peers | 21:1 CEO-to-median pay ratio | 95.77% Say-on-pay support, latest vote |
You have just read Spok Holdings's Summary Compensation Table. The whole free brief as a PDF, sent in 2 minutes, with every figure cited — then a few short notes on the deeper SPOK reports.
We send the PDF within 2 minutes, then up to three short notes. Reply “unsubscribe” to any of them, any time.
Track this company's pay every filing: join the Pro seat waitlist
Velarion Pro: every company page, peer tools and exports, one seat — $1,200/year
Ask our research desk — $99, 24h, every figure cited to its filing.
SPOK's next annual pay disclosure, estimated April 30, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Vincent Kelly | $500,000 | $999,996 | $452,000 | — | $456,914 | — | $2,408,910 | $4,817,820 |
| President and Chief Executive Officer | ||||||||
| Michael Wallace | 400,000 | 599,998 | 395,500 | — | 279,413 | — | 1,674,911 | 3,349,822 |
| Chief Operating Officer | ||||||||
| Calvin Rice | 300,000 | 324,996 | 254,250 | — | 114,202 | — | 993,448 | 1,986,896 |
| Chief Financial Officer | ||||||||
| Sharon Woods Keisling | 250,000 | 231,248 | 211,875 | — | 92,852 | — | 785,975 | 1,571,950 |
| Corporate Secretary and Treasurer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Vincent Kelly | $4,817,820 | $2,241,872 | $2,371,861 | ↑ +2,575,948 |
| Michael Wallace | 3,349,822 | 1,579,305 | 1,629,876 | ↑ +1,770,517 |
| Calvin Rice | 1,986,896 | 937,089 | 908,825 | ↑ +1,049,807 |
| Sharon Woods Keisling | 1,571,950 | 745,250 | 880,689 | ↑ +826,700 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
How we handle your data → Privacy
The list of companies that name SPOK as a peer is temporarily unavailable — recheck shortly.
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Brett Shockley | Independent Director | $165,006 |
| Christine M. Cournoyer | Chair of the Board | $198,006 |
| Dr. Bobbie Byrne | Independent Director | $165,006 |
| Randy Hyun | Independent Director | $167,006 |
| Todd Stein | Independent Director | $165,006 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Sharon Woods Keisling | PSU | — | 4,322 | 7,204 | — | 14,408 | $115,624 |
| Vincent Kelly | PSU | — | 18,692 | 31,153 | — | 62,306 | 500,006 |
| Vincent Kelly | RSU | — | — | — | 31,152 | — | 499,990 |
| Calvin Rice | PSU | — | 6,075 | 10,125 | — | 20,250 | 162,506 |
| Michael Wallace | PSU | — | 11,215 | 18,692 | — | 37,384 | 300,007 |
| Sharon Woods Keisling | RSU | — | — | — | 7,204 | — | 115,624 |
| Michael Wallace | RSU | — | — | — | 18,691 | — | 299,991 |
| Calvin Rice | RSU | — | — | — | 10,124 | — | 162,490 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Sharon Woods Keisling | $115,624 | $115,624 | $0 | 50.0% |
| Vincent Kelly | 499,990 | 500,006 | 0 | 50.0% |
| Calvin Rice | 162,490 | 162,506 | 0 | 50.0% |
| Michael Wallace | 299,991 | 300,007 | 0 | 50.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Vincent Kelly | RSU | 20,768 | — | $273,930 |
| Vincent Kelly | PSU | 32,300 | — | 426,037 |
| Vincent Kelly | PSU | 31,153 | — | 410,908 |
| Calvin Rice | RSU | 6,750 | — | 89,033 |
| Vincent Kelly | RSU | 10,767 | — | 142,017 |
| Sharon Woods Keisling | PSU | 7,204 | — | 95,021 |
| Michael Wallace | PSU | 19,380 | — | 255,622 |
| Calvin Rice | RSU | 3,499 | — | 46,152 |
| Michael Wallace | PSU | 18,692 | — | 246,547 |
| Michael Wallace | RSU | 12,461 | — | 164,361 |
| Michael Wallace | RSU | 6,460 | — | 85,207 |
| Calvin Rice | PSU | 10,497 | — | 138,455 |
| Calvin Rice | PSU | 10,125 | — | 133,549 |
| Sharon Woods Keisling | PSU | 7,469 | — | 98,516 |
| Sharon Woods Keisling | RSU | 4,803 | — | 63,352 |
| Sharon Woods Keisling | RSU | 2,490 | — | 32,843 |
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | AON |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-07-21 | 10,457,566 | 461,611 | 153,002 | 95.77% | Passed |
| 2025 | 2025-07-22 | 12,111,357 | 476,088 | 126,627 | 96.22% | Passed |
| 2021 | 2021-07-20 | 14,516,217 | 1,406,354 | 59,051 | 91.17% | Passed |
| 2016 | 2016-07-25 | 17,581,216 | 161,698 | 22,191 | 99.09% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-07-21 | 95.77%a |
| 2025 | 2025-07-22 | 96.22%b |
| 2021 | 2021-07-20 | 91.17%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Approved under the standard stated in the filing — “Voting Choices · Vote for the approval of the compensation of the Company's named executive officers; · Vote against the approval of the compensation of the Company's named executive officers; or · Abstain from voting. Board Recommendation The Board recommends a vote "FOR" this proposal. Voting Requirement The advisory approval of the compensation of the Company's named executive officers requires a majority of the votes cast. Thus, the compensation of the Company's named executive officers will be approved on an advisory basis if the votes cast "FOR" exceed the votes cast "AGAINST." This vote is not binding upon the Company, the Board or the Compensation Committee. Nevertheless, the Compensation Committee values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for the Company's named executive officers. | Abstentions: ARE ABSTENTIONS AND BROKER NON-VOTES COUNTED? Abstentions and broker non-votes will not be included in the totals of votes cast and will not affect the outcome of the vote at the Annual Meeting.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 21 : 1 |
|---|---|
| CEO total compensation | $2,408,910 |
| Median employee compensation | $113,415 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Christine M. CournoyerIndependent · Board Chair · Nominating and Governance (3) (Chair) | $98,000 | $100,006 | — | — | — | $198,006 |
| Randy HyunIndependent · Audit (1) · Compensation (2) (Chair) | 67,000 | 100,006 | — | — | — | 167,006 |
| Dr. Bobbie ByrneIndependent · Audit (1) · Compensation (2) · Nominating and Governance (3) | 65,000 | 100,006 | — | — | — | 165,006 |
| Brett ShockleyIndependent · Audit (1) · Compensation (2) · Nominating and Governance (3) | 65,000 | 100,006 | — | — | — | 165,006 |
| Todd SteinIndependent · Audit (1) (Chair) | 65,000 | 100,006 | — | — | — | 165,006 |
| Vincent D. KellyEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $45,000 |
|---|---|
| Annual equity retainer | $100,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 12,000 / 8,000 |
| Stock ownership guideline | $3 |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $360,000 |
| Equity awards (grant-date value) | $500,030 |
| All other compensation | $0 |
| Total cost of the board | $860,030 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Spok Holdings names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Spok Holdings.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | National Research Corporation | 2025 | Trent Green | $697,115 | $6,755,000 | $0 | $0 | $11,961,900 |
| 2 | Domo, Inc. | 2026 | Joshua James | 500,000 | 8,357,004 | 0 | 593,550 | 9,465,244 |
| 3 | Kaltura, Inc. | 2025 | Ron Yekutiel | 552,985 | 5,431,579 | 0 | 353,471 | 6,412,754 |
| 4 | Weave Communications, Inc. | 2025 | Brett White | 520,270 | 4,203,500 | 0 | 483,000 | 5,220,802 |
| 5 | Ooma, Inc. | 2026 | Eric Stang | 619,551 | 3,852,800 | 0 | 500,000 | 5,028,580 |
| 6 | Spok Holdings | 2025 | Vincent Kelly | 500,000 | 452,000 | — | 456,914 | 4,817,820 |
| 7 | Health Catalyst, Inc. | 2025 | Daniel Burton | 525,000 | 3,444,040 | 0 | 0 | 3,991,159 |
| 8 | Synchronoss Technologies | 2024 | Jeffrey Miller | 520,000 | 2,816,000 | 0 | 449,280 | 3,842,280 |
| 9 | OptimizeRx Corporation | 2025 | Stephen Silvestro | 500,000 | 752,184 | 834,310 | 627,623 | 2,717,717 |
| 10 | TruBridge | 2024 | Christopher L. Fowler | 618,000 | 1,292,621 | 0 | 451,140 | 2,363,761 |
| 11 | Consensus Cloud Solutions | 2025 | Scott Turicchi | 750,000 | 0 | 0 | 1,012,190 | 1,800,548 |
| 12 | HealthStream, Inc. | 2025 | Robert Frist | 400,500 | 224,977 | 79,550 | 158,100 | 868,037 |
| 13 | eGain Corporation | 2026 | Ashutosh Roy | 250,000 | 0 | 15,836 | 37,500 | 303,336 |
| — | KORE Group Holdings Inc. | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Spok Holdings | not disclosed | RSU 50 · PRSU 50 | not disclosed | AON |
| Consensus Cloud Solutions | 122.69% | not disclosed | No | Frederic W. Cook & Co., Inc. |
| Domo, Inc. | 119% | RSU 100 | No | Compensia |
| eGain Corporation | not disclosed | not disclosed | not disclosed | not disclosed |
| Health Catalyst, Inc. | 39% | RSU 50 · PSU 50 | Yes — TSR Achievement | Aon (Human Capital Solutions practice) |
| HealthStream, Inc. | 97.6% | not disclosed | No | not disclosed |
| Kaltura, Inc. | 68% | RSU 100 | not disclosed | FW Cook |
| KORE Group Holdings Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| National Research Corporation | not disclosed | not disclosed | not disclosed | not disclosed |
| Ooma, Inc. | 80% | RSU 100 | not disclosed | Compensia Inc. |
| OptimizeRx Corporation | 191% | not disclosed | not disclosed | Pearl Meyer |
| Synchronoss Technologies | 86.4% | PRSU 65 · RSU 35 | not disclosed | Grant Thornton Advisors LLC |
| TruBridge | 100% | PSU 60 · RSU 40 | No | Frederic W. Cook & Co., Inc. |
| Weave Communications, Inc. | 92% | RSU 100 | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Vincent Kelly | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Summary Compensation Table” · page 40. As printed: 4,817,820. View filing ↗ |
| 2 | Section 01, Michael Wallace | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Summary Compensation Table” · page 40. As printed: 3,349,822. View filing ↗ |
| 3 | Section 01, Calvin Rice | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Summary Compensation Table” · page 40. As printed: 1,986,896. View filing ↗ |
| 4 | Section 01, Sharon Woods Keisling | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Summary Compensation Table” · page 40. As printed: 1,571,950. View filing ↗ |
| 5 | Section 03, Sharon Woods Keisling PSU | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗ |
| 6 | Section 03, Vincent Kelly PSU | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗ |
| 7 | Section 03, Vincent Kelly RSU | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗ |
| 8 | Section 03, Calvin Rice PSU | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗ |
| 9 | Section 03, Michael Wallace PSU | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗ |
| 10 | Section 03, Sharon Woods Keisling RSU | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗ |
| 11 | Section 03, Michael Wallace RSU | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗ |
| 12 | Section 03, Calvin Rice RSU | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗ |
| 13 | Section 07, pay ratio | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “CEO Pay Ratio”. As printed: 21 : 1. View filing ↗ |
| 14 | Section 08, Christine M. Cournoyer | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Director Compensation”. As printed: 198,006. View filing ↗ |
| 15 | Section 08, Randy Hyun | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Director Compensation”. As printed: 167,006. View filing ↗ |
| 16 | Section 08, Dr. Bobbie Byrne | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Director Compensation”. As printed: 165,006. View filing ↗ |
| 17 | Section 08, Brett Shockley | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Director Compensation”. As printed: 165,006. View filing ↗ |
| 18 | Section 08, Todd Stein | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Director Compensation”. As printed: 165,006. View filing ↗ |
| 19 | Section 08, Vincent D. Kelly | DEF 14A | 2026-04-30 | 0001289945-26-000028 | Section “Director Compensation”. As printed: 0. View filing ↗ |
| 20 | Section 06, 2026 vote | Form 8-K | 2026-07-22 | 0001289945-26-000039 | Item 5.07 · say-on-pay result. As reported: 95.77% (votes for as printed: 10,457,566). View filing ↗ |
| 21 | Section 06, 2025 vote | Form 8-K | 2025-07-22 | 0001289945-25-000036 | Item 5.07 · say-on-pay result. As reported: 96.22% (votes for as printed: 12,111,357). View filing ↗ |
| 22 | Section 06, 2021 vote | Form 8-K | 2021-07-20 | 0001289945-21-000039 | Item 5.07 · say-on-pay result. As reported: 91.17% (votes for as printed: 14,516,217). View filing ↗ |
| 23 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer. |
| 24 | Section 03b vehicle mix (computed) | Computed | — | — | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options). |
| 25 | Section 09b board cost (computed) | Computed | — | — | Cash 360,000 + equity 500,030 + all other 0 = 860,030, summed across the director compensation table rows. |
| 26 | National Research Corporation, Section 10b CEO total | DEF 14A | 2026-05-08 | 0001437749-26-015775 | CEO total compensation as printed in National Research Corporation's own proxy. As printed: 11,961,900. View filing ↗ |
| 27 | Domo, Inc., Section 10b CEO total | DEF 14A | 2026-06-01 | 0001628280-26-039549 | CEO total compensation as printed in Domo, Inc.'s own proxy. As printed: 9,465,244. View filing ↗ |
| 28 | Kaltura, Inc., Section 10b CEO total | DEF 14A | 2026-04-30 | 0001140361-26-018319 | CEO total compensation as printed in Kaltura, Inc.'s own proxy. As printed: 6,412,754. View filing ↗ |
| 29 | Weave Communications, Inc., Section 10b CEO total | DEF 14A | 2026-04-28 | 0001609151-26-000041 | CEO total compensation as printed in Weave Communications, Inc.'s own proxy. As printed: 5,220,802. View filing ↗ |
| 30 | Ooma, Inc., Section 10b CEO total | DEF 14A | 2026-04-15 | 0001193125-26-156970 | CEO total compensation as printed in Ooma, Inc.'s own proxy. As printed: 5,028,580. View filing ↗ |
| 31 | Spok Holdings (subject), Section 10b CEO total | DEF 14A | 2026-04-30 | 0001289945-26-000028 | CEO total compensation as printed in Spok Holdings's own proxy. As printed: 4,817,820. View filing ↗ |
| 32 | Health Catalyst, Inc., Section 10b CEO total | DEF 14A | 2026-06-03 | 0001636422-26-000075 | CEO total compensation as printed in Health Catalyst, Inc.'s own proxy. As printed: 3,991,159. View filing ↗ |
| 33 | Synchronoss Technologies, Section 10b CEO total | DEF 14A | 2025-04-29 | 0001140361-25-016310 | CEO total compensation as printed in Synchronoss Technologies's own proxy. As printed: 3,842,280. View filing ↗ |
| 34 | OptimizeRx Corporation, Section 10b CEO total | DEF 14A | 2026-04-30 | 0001213900-26-049698 | CEO total compensation as printed in OptimizeRx Corporation's own proxy. As printed: 2,717,717. View filing ↗ |
| 35 | TruBridge, Section 10b CEO total | DEF 14A | 2025-03-26 | 0001193125-25-063302 | CEO total compensation as printed in TruBridge's own proxy. As printed: 2,363,761. View filing ↗ |
| 36 | Consensus Cloud Solutions, Section 10b CEO total | DEF 14A | 2026-04-24 | 0001140361-26-016729 | CEO total compensation as printed in Consensus Cloud Solutions's own proxy. As printed: 1,800,548. View filing ↗ |
| 37 | HealthStream, Inc., Section 10b CEO total | DEF 14A | 2026-04-10 | 0001437749-26-012017 | CEO total compensation as printed in HealthStream, Inc.'s own proxy. As printed: 868,037. View filing ↗ |
| 38 | eGain Corporation, Section 10b CEO total | DEF 14A | 2026-10-13 | 0001104659-26-115474 | CEO total compensation as printed in eGain Corporation's own proxy. As printed: 303,336. View filing ↗ |
| 39 | Section 10a, Ooma, Inc. reciprocity | DEF 14A | — | 0001193125-26-156970 | Ooma, Inc. names Spok Holdings in its own disclosed peer group (read from its most recent proxy). View filing ↗ |
| 40 | Section 10a, TruBridge reciprocity | DEF 14A | — | 0001193125-25-063302 | TruBridge's most recent proxy was read; its disclosed peer group does not include Spok Holdings. View filing ↗ |
| 41 | Section 10a, Domo, Inc. reciprocity | DEF 14A | — | 0001628280-26-039549 | Domo, Inc.'s most recent proxy was read; its disclosed peer group does not include Spok Holdings. View filing ↗ |
| 42 | Section 10a, Synchronoss Technologies reciprocity | DEF 14A | — | 0001140361-25-016310 | Synchronoss Technologies's most recent proxy was read; its disclosed peer group does not include Spok Holdings. View filing ↗ |
| 43 | Section 10a, Consensus Cloud Solutions reciprocity | DEF 14A | — | 0001140361-26-016729 | Consensus Cloud Solutions's most recent proxy was read; its disclosed peer group does not include Spok Holdings. View filing ↗ |
| 44 | Section 10a, OptimizeRx Corporation reciprocity | DEF 14A | — | 0001213900-26-049698 | OptimizeRx Corporation's most recent proxy was read; its disclosed peer group does not include Spok Holdings. View filing ↗ |
| 45 | Section 10a, Health Catalyst, Inc. reciprocity | DEF 14A | — | 0001636422-26-000075 | Health Catalyst, Inc.'s most recent proxy was read; its disclosed peer group does not include Spok Holdings. View filing ↗ |