Calvin Rice
About Calvin Rice
Calvin C. Rice is Spok Holdings’ Chief Financial Officer, appointed on August 1, 2022; he previously served as Chief Accounting Officer (since March 2020), Controller (Oct 2018–Aug 2022), Director of Technical Accounting and SEC Reporting (Jan 2016–Oct 2018), and Senior Manager of Revenue (Mar 2014–Dec 2015). He is 39 years old, holds a B.S. in Accounting from Towson University, and is a licensed CPA and Certified Internal Auditor . Spok’s incentive framework during his tenure ties pay to adjusted EBITDA, wireless revenue, and CCS operations bookings; 2024 STIP achieved 118.2% of target on those metrics (Adjusted EBITDA $29.173M; Wireless revenue $73.523M; CCS bookings $34.083M), and the company’s five-year cumulative TSR exceeded the S&P Composite 1500 Health Care Technology Index peer group, reinforcing pay-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spok Holdings | Chief Financial Officer | Appointed Aug 1, 2022–present | Finance leadership; alignment of incentives to profitability and cash generation |
| Spok Holdings | Chief Accounting Officer | Mar 2020–Aug 2022 | Oversight of accounting and reporting; supports accuracy in GAAP/non-GAAP measures used in incentives |
| Spok Holdings | Controller | Oct 2018–Aug 2022 | Financial controls and reporting readiness for STIP/LTIP frameworks |
| Spok Holdings | Director of Technical Accounting & SEC Reporting | Jan 2016–Oct 2018 | SEC reporting and technical accounting leadership underpinning disclosure quality |
| Spok Holdings | Senior Manager of Revenue | Mar 2014–Dec 2015 | Revenue recognition processes supporting wireless/software metrics in STIP |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SC&H Group Inc. | Senior Consultant | Not disclosed | Consulting experience; strengthens controls and reporting rigor |
| Moodlerooms, Inc. | Accountant | Not disclosed | Core accounting experience supporting subsequent leadership roles |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 283,462 | 300,000 | 300,000 |
| All Other Compensation ($) | 17,042 | 64,550 | 46,151 |
| Total Cash (Salary + All Other) ($) | 300,504 | 364,550 | 346,151 |
All Other Compensation details:
- 2022: Perquisites $1,980, Insurance $208, Defined Contribution $8,382, Dividend Equivalent Rights (DER) $6,472 .
- 2023: Insurance $216, Defined Contribution $9,900, Payout of Accrued Vacation $35,415, DER $19,019 .
Performance Compensation
Short-Term Incentive Plan (STIP) Targets and Results
| Item | 2023 | 2024 |
|---|---|---|
| STIP Target Opportunity (% of base) | 75% | 75% |
| Targeted Payout ($) | 225,000 | 225,000 |
| Actual Payout ($) | 319,275 | 265,950 |
2023 STIP performance criteria and outcomes:
| Metric | Weight | Threshold Performance (000s) | Target (000s) | Max (000s) | Actual (000s) | Payout | Weighted Actual Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $20,027 | $25,034 | $32,544 | $30,340 | 130.0% | 65.0% |
| Wireless Revenue | 25% | $58,223 | $72,779 | $94,613 | $75,968 | 117.5% | 29.4% |
| CCS Operations Bookings | 25% | $21,200 | $26,500 | $34,450 | $30,113 | 130.0% | 32.5% |
| Consolidated Revenue Add-on | 15% if conditions met | $134,535 | $134,535 | $134,535 | $139,025 | +15.0% | +15.0% |
| Total | 100% | — | — | — | — | — | 141.9% |
2024 STIP performance criteria and outcomes:
| Metric | Weight | Threshold Performance (000s) | Target (000s) | Max (000s) | Actual (000s) | Payout | Weighted Actual Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $22,075 | $27,594 | $35,872 | $29,173 | 121.4% | 60.7% |
| Wireless Revenue | 25% | $58,961 | $73,701 | $95,811 | $73,523 | 99.8% | 25.0% |
| CCS Operations Bookings | 25% | $24,400 | $30,500 | $39,650 | $34,083 | 130.0% | 32.5% |
| Total | 100% | — | — | — | — | — | 118.2% |
Long-Term Incentive Plan (LTIP)
- Structure: RSUs 50% time-based and 50% performance-based; no stock options granted “since inception” and no plans to grant options . DERs accrue on RSUs and vest only with the underlying RSUs .
- 2022 LTIP Performance Metric: Free Cash Flow over 2022–2024 (defined as NI/Loss plus adjustments less capex and plus/minus net working capital changes) .
- Severance-related LTIP vesting percentages used for illustrative termination calculations: for 2024 table, 130% of target (2022 PB grant), 66% (2023 grant), 33% (2024 grant) ; for 2023 table, 97.6% of target (2021 PB grant), 66% (2022 grant), 33% (2023 grant) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 3, 2024) | 14,492 shares; less than 1% of class |
| Stock Ownership Guidelines | Executives must hold stock and RSUs equal to or greater than their annual salary; compliance required within 3 years; all executives exceeded requirements as of Dec 31, 2023 and Dec 31, 2024 |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Clawback Policy | Mandatory recovery of erroneously received incentive-based compensation for current/former officers for 3 years preceding a required restatement (SEC/NASDAQ compliant) |
| Options Outstanding | None; company has not granted options or option-like instruments |
Outstanding RSUs (Calvin Rice):
| Award Type | Number of Unearned RSUs (12/31/2023) | Market/Payout Value at $15.48 | Number of Unearned RSUs (12/31/2024) | Market/Payout Value at $16.05 | Vesting Schedule |
|---|---|---|---|---|---|
| Time-Based (2022 grant) | 4,335 | $67,106 | 4,579 | $73,493 | Three-year TB vest; remaining vests Dec 31, 2024/2025 |
| Time-Based (2023/2024 TB grant) | 9,158 (2023 TB) | $141,766 | 6,998 (2024 TB) | $112,318 | 2023 TB vests Dec 31, 2024 & 2025; 2024 TB vests Dec 31, 2025 & 2026 |
| Performance-Based (2022 PB) | 13,006 (target) | $201,333 | — (2022 PB matured 12/31/2024) | — | 3-year performance ending 12/31/2024 |
| Performance-Based (2023 PB) | 13,736 (target) | $212,633 | 13,736 (target) | $220,463 | 3-year performance ending 12/31/2025 |
| Performance-Based (2024 PB) | — | — | 10,497 (target) | $168,477 | 3-year performance ending 12/31/2026 |
Historical RSU grant details:
- Time-based RSUs awarded in 2022: 13,005 units at $8.65 grant-date price (Feb 18, 2022); three equal annual installments vesting on Dec 31, 2022, 2023, 2024 .
Dividend Equivalent Rights (DERs):
- DERs accrued and paid in cash upon vesting; severance illustrative tables show cumulative DERs per share (e.g., $3.00 for 2021 LTIP; $2.50 for 2022 LTIP; $1.25 for 2023 LTIP at 12/31/2023; $3.75 for 2022 LTIP, $2.50 for 2023 LTIP, $1.25 for 2024 LTIP at 12/31/2024) .
Employment Terms
| Provision | Pre–Change-in-Control Termination (NEOs) | Post–Change-in-Control Double-Trigger (NEOs, excluding CEO) |
|---|---|---|
| Severance cash | Base salary continuation for min 26 weeks + 2 weeks per year of service, up to 52 weeks | Lump sum minimum 1.5× base salary + extra 2 weeks per year of service, capped at 2.0× base salary |
| Health benefits | Discounted COBRA during Severance Period; then full-premium COBRA optional | Health benefits continuation up to 18 months, reduced if covered elsewhere |
| STIP | Pro rata based on actual performance for year of termination | 100% of target STIP for year of termination |
| Equity vesting | Prorated awards at period end if targets met; forfeit on cause/voluntary departure unless Committee decides otherwise | Accelerated vesting of PB RSUs if on track: 50% (year 1), 75% (year 2), 100% (year 3); 100% acceleration of unvested TB RSUs |
| Conditions | Release of claims; satisfaction of non-compete obligations | Release of claims; “good reason”/without cause separation post-CoC |
Illustrative severance payment tables (Calvin C. Rice):
| Scenario Reference Date | Salary/Lump Sum | Health Benefits | STIP | LTIP & Other Equity | All Other | Total |
|---|---|---|---|---|---|---|
| Termination without cause (pre-CoC) – 12/31/2024 | $265,385 | $32,978 | $265,950 | $673,715 | $122,746 | $1,360,774 |
| Termination without cause/good reason post-CoC – 12/31/2024 | $790,385 | $55,895 | $265,950 | $905,974 | $147,989 | $2,166,193 |
| Termination without cause/good reason post-CoC – 12/31/2023 | $903,846 | $49,447 | $319,275 | $695,191 | $89,458 | $2,057,217 |
Compensation Structure Analysis
- Year-over-year mix shows a higher equity grant value in 2024 ($324,988) versus 2023 ($225,000), while base salary held at $300,000; STIP payouts moderated from 2023’s 141.9% to 118.2% of target in 2024, reflecting mixed performance versus calibrated goals .
- Shift to RSUs over options reduces risk and increases retention via multi-year vesting; company explicitly does not use stock options .
- STIP metrics were tightened and reoriented to profitability and growth beginning in 2023 (adding adjusted EBITDA; consolidating revenue emphasis), increasing pay-for-performance discipline .
Equity Ownership & Alignment (Detailed)
| Aspect | Detail |
|---|---|
| Ownership Guidelines Compliance | All executives exceeded requirements as of both Dec 31, 2023 and Dec 31, 2024 |
| Pledging/Hedging | Prohibited; reduces misalignment and leverage risk |
| Beneficial Ownership Snapshot | 14,492 shares; less than 1% of outstanding |
| Insider Trading Policy | Policy statements governing trading conduct adopted; referenced in 2024 Form 10-K exhibits |
| Potential Liquidity Events | TB RSU tranches vest Dec 31, 2025 and Dec 31, 2026; PB RSUs conclude 12/31/2025 and 12/31/2026 ; DERs payable upon vesting |
Performance & Track Record
- 2023 outcomes exceeded targets across adjusted EBITDA, wireless revenue, and CCS bookings, plus consolidated revenue add-on; 2024 achieved above target overall driven by EBITDA and CCS bookings, while wireless revenue met target .
- Pay-versus-performance analysis indicates NEO compensation “actually paid” aligns directionally with company TSR; five-year cumulative TSR outperformed S&P Composite 1500 Health Care Technology Index .
Employment Terms (Additional)
- At-will employment; Mr. Rice participates in a market-aligned Severance Pay Plan; no individual employment agreement (only CEO has one) .
- Severance payments subject to non-compete and release requirements; severance recovery policy in place .
Say-on-Pay & Shareholder Feedback
- 2022 NEO compensation program approved by 95% of votes cast at 2023 Annual Meeting; continued outreach and program affirmed by independent consultant (AON) as below-median versus peers .
- 2023 NEO compensation program approved by 92% of votes cast at 2024 Annual Meeting; Compensation Committee retained design continuity in 2024 .
Investment Implications
- Alignment: Strong linkage of cash incentives to adjusted EBITDA, wireless revenue retention, and CCS bookings; multi-year RSU vesting and clawback/anti-pledging policies improve alignment and reduce governance risk .
- Retention risk: Multi-year outstanding RSUs (TB and PB) through 2026, plus stock ownership guidelines met/exceeded, indicate retention hooks; severance economics are moderate (1.5×–2.0× base post-CoC with 100% STIP target and accelerated vesting only if on-track) .
- Trading signals: Vesting cliffs on Dec 31 in 2025–2026 and DER accruals could create periodic liquidity events; hedging/pledging prohibitions and insider trading policies mitigate pressure; beneficial ownership remains <1%, limiting outright selling impact .
- Pay-for-performance: 2024 payout at 118.2% and 2023 at 141.9% reflect execution against quantified goals; TSR outperformance versus sector index supports incentive calibration and may underpin continued investor support for compensation practices .