Brett Shockley
About Brett Shockley
Brett Shockley (age 65) is an independent director of Spok Holdings, Inc., serving since June 2020. He is Chair and CEO of Journey AI, Inc. and brings deep enterprise software and contact center technology expertise; he holds a B.S. in Mechanical Engineering (University of Minnesota) and an M.B.A. in Marketing (Carlson School of Management). He is independent under NASDAQ rules and was nominated for re‑election in 2025 with the Board’s “FOR” recommendation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avaya Holdings Corp. | SVP Corporate Strategy & Development; Chief Technology Officer | 2013–2014 | Led corporate strategy and technology; experience in transitions to software/cloud models |
| Spanlink Communications, Inc. | Co‑Founder, CEO & President | 1988–2008 | Built contact center technologies and network implementations |
| Calabrio, Inc. | Co‑Founder & Director | 2007–2008 | Workforce optimization software; analytics domain expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Journey AI, Inc. (private) | Co‑Founder, Chairman & CEO | 2016–present | Trusted identity platform for contact centers |
| eGain Corporation (NASDAQ: EGAN) | Director; Lead Independent Director (2017–2021) | Director since Jan 2015 | Public company board experience; prior lead independent role |
Board Governance
- Committee assignments: Audit (Member), Compensation (Member), Nominating & Governance (Member). No chair roles; Audit Chair is Todd Stein, Compensation Chair is Randy Hyun, Nominating & Governance Chair is Christine Cournoyer .
- Independence: Independent director per Board determinations (all directors except CEO Vincent Kelly are independent) .
- Attendance: 100% attendance at Board and committee meetings in 2024; all directors attended the 2024 Annual Meeting. Board met 5 times; committees met Audit (4), Compensation (3), Nominating & Governance (1) .
- Board leadership: Independent Chair of the Board (Christine Cournoyer); CEO and Chair roles separated since 2004 .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $45,000 | Paid quarterly |
| Audit Committee member fee | $10,000 | Chair = $20,000 |
| Compensation Committee member fee | $6,000 | Chair = $12,000 |
| Nominating & Governance Committee member fee | $4,000 | Chair = $8,000 |
| Fees Earned or Paid in Cash (Shockley) | $65,000 | Base $45k + committee member fees ($10k + $6k + $4k) |
- Director compensation was reviewed by AON and updated effective Oct 1, 2023; unchanged for 2024 and aligned with peer median .
Performance Compensation
| Equity Element | Grant Value | Terms | Outstanding (12/31/2024) |
|---|---|---|---|
| Restricted stock (quarterly grants) | $100,000 | Vests on earlier of one year from grant or change in control | 6,530 shares of restricted stock outstanding |
| Deferred Stock Units (DSUs) | N/A | Not reported for Shockley in 2024 | — (none reported as outstanding) |
- Stock ownership guidelines for non‑executive directors: required holdings equivalent to $195,000–$201,000 (directors) and $294,000 (Chair); all non‑executive directors met guidelines as of Dec 31, 2024. Hedging and pledging are prohibited for directors .
Other Directorships & Interlocks
| Company | Relationship to Spok | Interlock/Related Party Detail |
|---|---|---|
| eGain Corporation | No disclosed customer/supplier relationship to Spok | Public company directorship; no related‑party transactions disclosed involving Shockley |
| Journey AI, Inc. | Private software company | No related‑party transactions disclosed with Spok |
- Related‑party transactions: Proxy disclosed sales to Advocate Health (CIO is Director Dr. Byrne) of $1.4M (2024) and $0.7M (2023); none disclosed involving Shockley .
Expertise & Qualifications
- Technical and operating expertise across contact center hardware/software, workforce optimization, analytics, and security/privacy software; led transitions from hardware → software, on‑prem → cloud, license → SaaS subscriptions .
- Prior public company governance experience; eGain Lead Independent Director (2017–2021) .
- Education: B.S. Mechanical Engineering (University of Minnesota); M.B.A. Marketing (University of Minnesota, Carlson) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 31,186 shares | As of April 3, 2025; less than 1% |
| Restricted stock outstanding | 6,530 shares | As of Dec 31, 2024 |
| DSUs outstanding | — | Not reported for Shockley |
| Hedging/Pledging | Prohibited | Applies to directors and executive officers |
| Ownership guidelines | Met (board‑wide) | All non‑executive directors met guidelines as of Dec 31, 2024 |
Insider Trades
| Date | Form | Reported Holdings After | Source |
|---|---|---|---|
| Apr 1, 2025 | Form 4 | 31,186 shares | Beneficial ownership table footnote cites Form 4 on 4/1/2025 |
Governance Assessment
- Strengths: Independent status; 100% attendance; service on all independent committees (Audit, Compensation, Nominating & Governance); equity alignment via quarterly restricted stock grants; compliance with stock ownership guidelines; prohibitions on hedging/pledging; no related‑party transactions disclosed involving Shockley .
- Committee effectiveness: Active participation; Audit Committee includes an “financial expert” (Todd Stein) and reports cybersecurity oversight; Compensation Committee uses independent consultant (AON) and maintains clawback and anti‑hedging policies; Nominating & Governance oversees ESG .
- Compensation mix: Balanced cash retainer plus equity ($100k restricted stock) with one‑year/change‑in‑control vesting; director fees are modest relative to peers per AON’s review and unchanged in 2024 after 2023 update .
RED FLAGS: None disclosed specific to Shockley. A related‑party transaction exists with Advocate Health (via Director Dr. Byrne), which the Board reviewed while maintaining independence determinations; investors should monitor ongoing oversight and any potential conflicts arising from customer relationships with directors’ employers .