Randy Hyun
About Randy Hyun
Randy H. Hyun (age 51) is an independent director of Spok Holdings, Inc., serving since July 2021. He is CEO of CarepathRx LLC (since July 2023), and previously led Aetna Medicaid and Aetna Pharmacy Management after two decades at McKesson. He holds an MBA from Wharton and a BS in Mechanical Engineering from MIT, and brings deep healthcare services, PBM, and operations expertise. The Board determined he is independent; he attended 100% of Board and committee meetings in 2024, and all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CarepathRx LLC | Chief Executive Officer | Jul 2023–present | Leads healthcare services platform; strategy and operations |
| CarepathRx LLC / CarepathRx Health Systems Solutions | COO / CEO (HSS) | May 2020–Jul 2023 | Operations leadership across pharmacy and health systems |
| Aetna (CVS Health) | CEO, Aetna Medicaid | 2018–2020 | Government programs leadership (Medicaid) |
| Aetna (CVS Health) | President, Aetna Pharmacy Management | 2017–2018 | PBM leadership |
| McKesson Corporation | Various roles of increasing responsibility | 1997–2017 | Supply chain/technology solutions to providers; strategy/ops |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| CarepathRx LLC | Chief Executive Officer | No (not disclosed as public) | Current principal occupation |
No other public company directorships are disclosed for Mr. Hyun in the proxy .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (Board concluded all directors except CEO are independent) |
| Board/Committee roles | Chair, Compensation Committee; Member, Audit Committee |
| Committee composition | All Board committees consist solely of independent directors |
| Meeting cadence (2024) | Board: 5 meetings; Audit: 4; Compensation: 3; Nominating & Governance: 1 |
| Attendance | Each director attended 100% of Board and committee meetings on which they served; all directors attended the 2024 annual meeting |
| Executive sessions | Board meets in executive session at every Board meeting |
| ESG oversight | Nominating & Governance Committee oversees ESG and the internal ESG Committee |
| Cyber oversight | Audit Committee oversees cybersecurity/privacy risk with regular reporting |
Fixed Compensation (Director)
| Component (2024) | Amount/Policy | Source |
|---|---|---|
| Annual cash retainer (director) | $45,000 | |
| Committee chair fee (Compensation) | $12,000 | |
| Committee member fee (Audit) | $10,000 | |
| Total cash fees (Hyun) | $67,000 | |
| Equity grant (restricted stock, annualized) | $100,000 | |
| Total 2024 director comp (Hyun) | $167,000 (cash $67,000; stock $100,000) |
Notes:
- Non-executive directors receive quarterly restricted stock grants that vest on the earlier of one year from grant or a change in control .
- No separate meeting fees are paid; reasonable Board-related expenses reimbursed .
Performance Compensation (Director)
| Element | Structure | Vesting/Performance | Source |
|---|---|---|---|
| Director equity | Restricted stock | Vests after one year or upon change in control; no performance metrics |
No stock options or performance-linked director equity metrics are disclosed for directors; equity is time-based .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Mr. Hyun in the proxy |
| Compensation Committee interlocks | None disclosed; no interlocking relationships reported for 2024 |
Expertise & Qualifications
- 20+ years in healthcare services, PBM, Medicaid and provider supply chain/technology; strategy and operations leadership at CarepathRx, Aetna, and McKesson .
- Education: MBA (Wharton), BS Mechanical Engineering (MIT) .
- Governance: Chairs Compensation Committee; experience overseeing executive pay design and use of independent consultant (AON) for peer group review in 2024 .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Apr 3, 2025) | 29,509 shares | <1% of class; info from Form 4 filed Apr 1, 2025 |
| Shares outstanding reference | 20,572,296 (Apr 1, 2025) | Used to contextualize ownership; implies ~0.14% if computed; table denotes “<1%” |
| Unvested director equity outstanding (12/31/2024) | 6,530 restricted shares | DSUs: none; restricted stock outstanding as of year-end |
| Pledging/Hedging | Prohibited for directors under Company policy | |
| Ownership guidelines (directors) | $195,000–$201,000 for directors; $294,000 for Chair; 3-year grace period; all non-exec directors met guidelines as of 12/31/2024 |
Governance Assessment
-
Strengths
- Independent director; chairs Compensation Committee and sits on Audit—positions central to pay oversight and financial reporting risk .
- 100% attendance and regular executive sessions support board effectiveness and oversight vigor .
- Director pay mix skews to equity (approx. 60% equity, 40% cash), aligning with shareholders; equity vests over time, encouraging continuity .
- Robust guardrails: clawback policy compliant with SEC/NASDAQ; prohibitions on hedging/pledging; stock ownership guidelines met by all non-exec directors .
- Say‑on‑pay earned 92% support in 2024, indicating investor alignment with compensation design overseen by the committee Mr. Hyun chairs .
-
Potential Risks/Monitoring Items
- Related-party exposure: Proxy discloses a customer relationship with Advocate Health tied to another director; no related‑party transactions disclosed involving Mr. Hyun. Continue monitoring for any CarepathRx/Spok dealings given industry proximity; Board affirms Hyun’s independence .
- Ownership level: Beneficial ownership is <1% of shares; while guidelines are met, absolute ownership is modest vs. total outstanding; ongoing adherence to ownership guidelines mitigates alignment concerns .
-
Compensation Committee Practices
- Committee held three meetings in 2024; leverages outside consultant AON for peer group reviews; no interlocks or consultant conflicts disclosed .
RED FLAGS: None disclosed specific to Mr. Hyun. No related‑party transactions, pledging, or attendance issues identified in the proxy .