Christine Cournoyer
About Christine M. Cournoyer
Christine M. Cournoyer (age 73) has served on Spok’s Board since March 2020 and is the independent Chair of the Board as well as Chair of the Nominating & Governance Committee; she is a former Chair/CEO of N-of-One and brings 30+ years of software and healthcare IT leadership, including roles at IBM, Picis, and Optum, with degrees from UMass (B.S.), Northeastern (M.A. Economics), and MIT Executive Education . As Chair, her responsibilities include leading board process, crisis response, director engagement/onboarding, independent communications with stakeholders, and providing guidance to management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| N-of-One, Inc. | Chair & Chief Executive Officer | 2012–2019 | Led transformation to leading molecular decision support platform; company was acquired by QIAGEN N.V. in 2019 . |
| QIAGEN N.V. | Strategic Advisor | 2019 | Advisory role following acquisition of N-of-One . |
| UnitedHealth Group/Optum | VP, Clinical Analytics | 2010–2011 | Responsible for clinical solutions and clinical support strategy . |
| Picis (healthcare IT) | President & COO | 2006–2010 | Global operating leadership in healthcare IT . |
| IBM Software Group | VP Global Business Transformation & CIO | (Prior) | Enterprise technology and transformation leadership . |
| Harte Hanks | Managing Director, Database Division | (Prior) | Marketing data operations leadership . |
| BJ’s Wholesale Club | Director | 2008–2011 | Public company board experience . |
| Stride Rite | Director | 2001–2007 | Public company board experience . |
| GTECH | Director | 2003–2006 | Public company board experience . |
| Emerson Hospital | Board Member | 2012–2018 | Non-profit trustee service . |
External Roles
| Organization | Role | Tenure | Committees/Chair |
|---|---|---|---|
| CareDx, Inc. | Director | Since 2019 | Chair, Compensation Committee . |
| Digital health companies | Strategic Advisor | Ongoing | Advisory roles to multiple companies . |
Board Governance
- Independence: Independent director; five of six nominees are independent; all board committees comprise only independent directors .
- Leadership: Independent Chair of the Board (separate from CEO) since 2020 .
- Attendance: Board held five meetings in 2024; each director attended 100% of board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: The Board meets in executive session at every board meeting .
- Risk oversight: Audit Committee oversees financial reporting, related-party risk, and cybersecurity; the Nominating & Governance Committee oversees ESG .
- Stockholder engagement: Ongoing outreach; 2024 Say‑on‑Pay support was 92% for the 2023 program .
| Committee (2024) | Role | 2024 Meetings |
|---|---|---|
| Nominating & Governance | Chair (Cournoyer) | 1 . |
| Audit | Not listed as member | 4 . |
| Compensation | Not listed as member | 3 . |
Fixed Compensation (Non‑Executive Director)
| Component (CY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $45,000 | All non‑executive directors . |
| Chair of Board cash retainer | $45,000 | Additional cash retainer for Board Chair . |
| Nominating & Governance Chair cash fee | $8,000 | Committee chair fee . |
| Total cash fees (Cournoyer) | $98,000 | Sum of above . |
| Equity – Restricted Stock | $100,000 | Granted quarterly; vests on earlier of one year or change in control . |
| Total 2024 director compensation (Cournoyer) | $198,000 | Fees + stock award . |
Director compensation policy: quarterly restricted stock grants (time-based) plus quarterly cash retainers; no meeting fees; expenses reimbursed .
Performance Compensation
- No performance‑based compensation is provided to non‑executive directors; director equity is time‑based restricted stock vesting after one year or upon change in control .
Other Directorships & Interlocks
- Current public board: CareDx, Inc.; Chair of Compensation Committee .
- Prior public boards: BJ’s Wholesale Club, Stride Rite, GTECH .
- Related-party and interlocks at Spok: The only related‑party transaction disclosed involves a different director’s employer (Advocate Health); no related‑party transactions are disclosed for Ms. Cournoyer .
- Compensation committee interlocks: None reported for Spok’s Compensation Committee in 2024 .
Expertise & Qualifications
- 30+ years in software and healthcare IT; senior roles including CIO (IBM Software Group), President/COO (Picis), VP Clinical Analytics (Optum) .
- Board governance experience across public and private companies; prior service on Audit, Finance, and Compensation committees and chaired a Technology committee .
- Education: B.S. in Business Administration (UMass), M.A. in Economics (Northeastern), MIT Executive Education .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 3, 2025) | 20,088 shares; calculated under SEC rules including securities exercisable/vestable within 60 days . |
| Shares outstanding (for % context) | 20,572,296 (as of Apr 1, 2025) . |
| Ownership as % of shares outstanding | ~0.10% (20,088 / 20,572,296) . |
| DSUs outstanding (12/31/2024) | 5,637 . |
| Restricted stock outstanding (12/31/2024) | 6,530 . |
| Director stock ownership guidelines | $294,000 for the Chair (3x annual cash fee); all non‑exec directors met guidelines as of 12/31/2024 . |
| Hedging/pledging | Prohibited for directors; company policy in effect . |
| Insider filing reference | Beneficial ownership footnote cites Ms. Cournoyer’s Form 4 dated April 1, 2025 . |
Governance Assessment
- Strengths: Independent Chair with defined responsibilities; fully independent committees; 100% attendance; strong shareholder support on Say‑on‑Pay (92%); robust ownership guidelines and prohibitions on hedging/pledging; updated clawback policy in 2023; regular executive sessions; no poison pill .
- Potential conflicts: None disclosed for Ms. Cournoyer; the proxy discloses a related‑party customer relationship for another director (Advocate Health) reviewed under the Company’s policies .
- Compensation alignment: Director pay mix balances cash with time‑based equity; quarterly equity grants and ownership guidelines promote alignment; no performance‑conditioned director awards reduce risk of metric gaming at the board level .
- Oversight posture: ESG oversight sits with her committee; cybersecurity oversight under Audit; structure supports risk oversight coverage .
RED FLAGS: None disclosed specific to Ms. Cournoyer (no related-party transactions, hedging/pledging, or attendance issues reported) .