Michael Wallace
About Michael Wallace
Michael W. Wallace, age 56, is Chief Operating Officer of Spok Holdings and President of Spok, Inc. (subsidiary) since August 2022; he previously served as Spok’s CFO (Mar 2017–Jul 2022) and became COO on January 2, 2020. He holds a BBA from the University of Notre Dame and is a licensed CPA, with prior senior finance roles at Intermedix, The Elephant Group, Radiology Corporation of America, and service as Assistant Chief Accountant at the SEC’s Division of Enforcement . 2024 short‑term incentives paid at 118.2% of target driven by Adjusted EBITDA, Wireless Revenue, and CCS Operations Bookings; the 2022–2024 LTIP paid 130% on cumulative Adjusted EBITDA of $74.5M vs $58.0M target . Beneficial ownership is 67,175 shares (<1%) as of April 3, 2025, and executives exceeded stock ownership guideline requirements as of December 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spok Holdings, Inc. | CFO | Mar 2017–Jul 2022 | Led finance through transition prior to becoming COO |
| Spok Holdings, Inc. | COO | Since Jan 2, 2020 | Operational leadership of core businesses |
| Spok, Inc. (subsidiary) | President | Since Aug 2022 | Operational leadership of wholly owned subsidiary |
| Intermedix Corporation | EVP & CFO | Since Aug 2013 (pre‑Spok) | Healthcare RCM/practice mgmt and analytics provider; senior finance leadership |
| The Elephant Group (Saveology.com) | EVP & CFO | — | Internet-based direct‑to‑consumer marketing platform; senior finance leadership |
| Radiology Corporation of America | SVP & CFO | — | PET imaging services provider; senior finance leadership |
| SEC Division of Enforcement | Assistant Chief Accountant | — | Member, Financial Fraud Task Force; regulatory expertise |
| Inktel Direct | CFO | — | Direct marketing services; senior finance leadership |
| CELLIT Technologies, Inc. | CFO | — | Contact center software; senior finance leadership |
| Kellstrom Industries, Inc. | CFO | — | Public aerospace company; senior finance leadership |
| KPMG Peat Marwick, LLP (Miami) | Auditor | ~7 years | Assurance foundation |
External Roles
- None disclosed (no current public company directorships cited) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $400,000 | $400,000 | $400,000 |
| Bonus ($) | $200,000 | — | — |
| Stock Awards ($) | $599,999 | $500,000 | $599,989 |
| Non‑Equity Incentive Plan ($) | $431,200 | $496,650 | $413,700 |
| All Other Compensation ($) | $43,710 | $233,226 | $165,616 |
| Total Compensation ($) | $1,674,909 | $1,629,876 | $1,579,305 |
All Other Compensation (2024 breakdown):
| Item | 2024 |
|---|---|
| Insurance Premiums ($) | $1,032 |
| Company Contribution to Defined Contribution Plans ($) | $10,350 |
| Dividend Equivalent Rights (DER) ($) | $154,234 |
| Total ($) | $165,616 |
Performance Compensation
STIP target and payout (2024):
| Item | Value |
|---|---|
| STIP Target Opportunity (% of Base) | 88% |
| Targeted Payout ($) | $350,000 |
| Actual Payout ($) | $413,700 |
STIP performance metrics (2024):
| Metric | Weight | Target Level ($000s) | Actual ($000s) | Payout vs Target | Weighted Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $27,594 | $29,173 | 121.4% | 60.7% |
| Wireless Revenue | 25% | $73,701 | $73,523 | 99.8% | 25.0% |
| CCS Operations Bookings | 25% | $30,500 | $34,083 | 130.0% | 32.5% |
| Total | 100% | — | — | — | 118.2% |
Grants of Plan‑Based Awards (2024):
| Award Type | Grant Date | Threshold | Target | Maximum | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| STIP (cash) | Jan 2024 | $280,000 | $350,000 | $455,000 | — |
| LTIP Time‑Based RSUs | Jan 2, 2024 | — | 19,379 RSUs | — | $299,987 |
| LTIP Performance RSUs | Jan 2, 2024 | 15,504 RSUs | 19,380 RSUs | 25,194 RSUs | $300,002 |
LTIP achievement (2022–2024 performance period):
| Metric | Weight | Target | Achievement | Payout |
|---|---|---|---|---|
| Cumulative Adjusted EBITDA ($000s) | 100% | $58,036 | $74,479 | 130.0% |
Stock awards vested (2024):
| Category | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Time‑Based | 28,195 | $452,530 |
| Performance‑Based | 45,086 | $723,630 |
Vesting schedules:
- 2024 time‑based RSUs vest in equal annual installments on Dec 31, 2025 and Dec 31, 2026 .
- 2023 time‑based RSUs vest on Dec 31, 2025 .
- 2023 performance RSUs (target) performance period ends Dec 31, 2025 .
- 2024 performance RSUs (target) performance period ends Dec 31, 2026 .
- Payments for performance‑based awards occur after filing the Form 10‑K and Board determination of goal achievement (March 2025 for 2024 vesting; time‑based in January 2025) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficially Owned Common Shares | 67,175 (<1%) as of Apr 3, 2025 |
| Options | Company has not granted options; none outstanding |
| Unvested RSUs (Time‑Based, 2023 grant) | 10,175; $163,309 market value (at $16.05) |
| Unvested RSUs (Time‑Based, 2024 grant) | 12,920; $207,366 market value (at $16.05) |
| Unvested RSUs (Performance, 2023 target) | 30,525; $489,926 market value (at $16.05) |
| Unvested RSUs (Performance, 2024 target) | 19,380; $311,049 market value (at $16.05) |
| Dividend Equivalent Rights (DER) accrued on unvested RSUs | Included in all‑other compensation; cumulative accrual methodology disclosed |
| Ownership Guidelines | Executives must hold shares/RSUs >= annual salary; all exceeded requirement as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited for directors/executives/employees |
Employment Terms
Status:
- At‑will employment; severance/change‑in‑control governed by Severance Agreement (executed Apr 2017) .
Termination without cause (pre‑change‑in‑control) – policy:
- Base salary continuation: minimum 26 weeks plus 2 weeks per year of service (max 52 weeks); discounted COBRA coverage during Severance Period; pro‑rated STIP based on actual performance, subject to release and non‑compete obligations .
Illustrative targeted payments if termination on Dec 31, 2024:
| Component | Amount ($) |
|---|---|
| Salary | $307,692 |
| Health Benefits | $28,051 |
| 2024 STIP (actual) | $413,700 |
| LTIP and Other Equity Awards | $1,606,461 |
| All Other Compensation | $304,888 |
| Total | $2,660,792 |
Change‑in‑control (double‑trigger) – policy:
- Cash lump sum: minimum 1.5x base salary plus two weeks per year of service; capped at 2.0x base salary .
- Health benefits: up to 18 months (offset by comparable coverage) .
- STIP: 100% of target for year of termination .
- Accrued rights under other plans .
- LTIP acceleration: if on track to meet goals, 50%/75%/100% of target vests depending on whether CIC occurs in year 1/2/3 of performance period; 100% of unvested time‑based RSUs accelerate .
Illustrative targeted payments if CIC termination on Dec 31, 2024:
| Component | Amount ($) |
|---|---|
| Salary & Lump Sum Benefits | $1,057,692 |
| Health Benefits | $54,704 |
| 2024 STIP (target) | $413,700 |
| LTIP and Other Equity Awards | $2,069,793 |
| All Other Compensation | $356,870 |
| Total | $3,952,759 |
Policies:
- Clawback: revised in 2023 for mandatory recovery of erroneously received incentive compensation upon accounting restatement (3‑year lookback) .
- Insider trading: governed by Company policy; compliance emphasized .
Compensation Structure Analysis
- Mix and instruments: No stock options; equity is RSUs (time‑based and performance‑based), lowering exercise‑price risk and tying value to absolute stock performance and Company metrics .
- STIP metrics emphasize profitability and bookings: 50% Adjusted EBITDA, 25% Wireless Revenue, 25% CCS Bookings; actual 2024 payout at 118.2% of target signals strong execution on bookings and EBITDA .
- Peer benchmarking and pay positioning: AON’s 2023 review concluded compensation levels remain below peer median; Say‑on‑Pay approval of 92% in 2024 supports program design continuity .
Investment Implications
- Alignment and retention: Significant unvested RSUs with scheduled vesting on Dec 31, 2025 and Dec 31, 2026, plus performance cycles ending 2025/2026, create strong retention hooks and alignment to EBITDA and bookings outcomes .
- Limited hedging/pledging risk: Explicit prohibitions reduce misalignment risk; no options outstanding further limits repricing concerns .
- Change‑in‑control economics: Double‑trigger severance (up to 2x salary) plus target STIP and accelerated vesting can be material; monitoring potential corporate actions is relevant for trading around event risk .
- Execution signals: 2024 STIP payout above target and 130% LTIP achievement for 2022–2024 on cumulative Adjusted EBITDA suggest improved operational performance; continued delivery on EBITDA and bookings likely drives incentive outcomes and insider liquidity upon vesting .
- Share supply watch: Annual vesting events and DER cash accruals indicate periodic insider share issuance; track Form 4s around vesting/payment dates (January/March windows) for potential selling pressure .
References: