Sharon Woods Keisling
About Sharon Woods Keisling
Corporate Secretary and Treasurer of Spok Holdings, Inc.; joined Metrocall in August 1989, became Vice President of Treasury Operations in 2004, appointed Corporate Secretary in July 2007 and Treasurer in October 2008. Age 56 (as of 2025) with 30+ years of cash operations experience; Bachelor of Science in Accounting from Kings College; prior roles include accounts receivable at Aetna Life Insurance and operations/logistics at WJB Video (Blockbuster franchise) . Company performance context during the recent period is shown below.
Company Performance During Recent Years
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $134,534,000 | $139,025,000* | $137,653,000 |
| EBITDA ($USD) | $11,138,000* | $26,297,000* | $24,217,000* |
| Net Income - (IS) ($USD) | $21,856,000 | $15,666,000 | $14,965,000* |
Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Metrocall/Arch (now Spok) | Joined Metrocall; roles in Accounts Receivable and IT | From Aug 1989; years not otherwise specified | Foundation in cash ops and internal systems |
| USA Mobility/Spok | Vice President of Treasury Operations | 2004–2007 (appointment in 2004; CS in 2007) | Treasury operations leadership post-merger of Arch and Metrocall |
| Aetna Life Insurance | Accounts Receivable Specialist | Not disclosed | Credit/cash management experience |
| WJB Video (Blockbuster franchise) | Operations & Logistics Director | Not disclosed | Operational leadership in multi-unit retail logistics |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Spok, Inc. | Director (subsidiary) | Not disclosed | Wholly owned subsidiary |
| Arch Wireless, Inc. | Director (subsidiary) | Not disclosed | Wholly owned subsidiary |
| Spok AUS Pty Ltd | Director (subsidiary) | Not disclosed | Wholly owned subsidiary |
| Spok Middle East, Inc. | Director (subsidiary) | Not disclosed | Wholly owned subsidiary |
| Spok UK Ltd | Director (subsidiary) | Not disclosed | Wholly owned subsidiary |
Fixed Compensation
| Component ($USD) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary | $165,256 | $237,596 | $250,000 |
| Cash Bonus (sign-on/retention in comp table) | — | $87,500 | — |
| Stock Awards (RSUs/PSUs; grant-date fair value) | $139,993 | $187,497 | $187,500 |
| Non-Equity Incentive (STIP) | $117,994 | $202,125 | $266,063 |
| All Other Compensation | $12,389 | $18,005 | $177,126 |
| Total Compensation | $435,632 | $732,723 | $880,689 |
All Other Compensation detail (2023): Insurance premiums $1,032; 401(k) company contribution $9,900; payout of accrued vacation $141,907; Dividend Equivalent Rights (DER) $24,287; total $177,126 . All Other Compensation detail (2021): Insurance premiums $327; company 401(k) contribution $1,286; DER $10,776; total $12,389 .
Performance Compensation
Annual STIP – Design and Outcomes
- 2023 STIP metrics and outcomes (payout determination includes an incremental 15% if consolidated revenue increased vs 2022 and all other metrics met at least target) :
| Metric | Weight | Target | Actual | Payout vs Target | Weighted Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA ($000) | 50% | $25,034 | $30,340 | 130.0% | 65.0% |
| Wireless Revenue ($000) | 25% | $72,779 | $75,968 | 117.5% | 29.4% |
| CCS Operations Bookings ($000) | 25% | $26,500 | $30,113 | 130.0% | 32.5% |
| Subtotal | 100% | — | — | — | 126.9% |
| Consolidated Revenue bonus | +15% | Increase vs 2022 required | $139,025 | 15.0% | 15.0% |
| Total STIP Payout | — | — | — | — | 141.9% |
- Ms. Keisling’s STIP target is 75% of base salary; actual payouts: 2019 $128,494; 2021 $117,994; 2022 $202,125; 2023 $266,063 .
| Year | STIP Target (% of Salary) | Target ($) | Actual Payout ($) |
|---|---|---|---|
| 2019 | 75% | $131,250 | $128,494 |
| 2021 | 75% | $131,250 | $117,994 |
| 2022 | 75% | $187,500 | $202,125 |
| 2023 | 75% | $187,500 | $266,063 |
- 2021–2023 LTIP performance (modified in 2022 due to discontinuation of Spok Go) yielded a 97.6% weighted payout across: cumulative software bookings (40% weight), adjusted operating & capital expenses (40%), and cumulative wireless revenue (20%) .
Equity Awards and Vesting
- RSU/PSU grant-date valuation methodology: fair values determined under FASB ASC 718; 2023 performance-based RSU fair value based on probable outcome at $8.19 (closing price on Dec 31, 2022); 2021 performance-based RSU fair value at $11.13 (closing price on Dec 31, 2020) .
- 2023 Vesting realized for Ms. Keisling: time-based RSUs vested 9,525 shares ($147,447); performance-based RSUs vested 6,138 shares ($95,016); valued at $15.48 per share on Dec 31, 2023; time-based paid in Jan 2024, performance-based paid in Mar 2024 after 10-K filing .
| 2023 Vesting | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Time-based RSUs | 9,525 | $147,447 |
| Performance-based RSUs | 6,138 | $95,016 |
- No option awards disclosed in recent proxy tables for Ms. Keisling; equity compensation consists of RSUs/PSUs .
Equity Ownership & Alignment
| Beneficial Ownership (shares) | 2019 | 2020 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|
| Shares | 10,904 | 15,653 | 28,407 | 36,678 | 20,000 | 20,000 |
| % of Class | <1% | <1% | <1% | <1% | <1% | <1% |
- Ownership definitions include RSUs or rights exercisable/vesting within 60 days of the record date .
- Stock ownership guidelines: executives must hold shares and RSUs equal to or greater than their annual salary; expected compliance within three years of becoming subject; as of Dec 31, 2023 all executive officers exceeded requirements .
- Hedging and pledging prohibitions: directors and executive officers are prohibited from hedging Company equity and from pledging Company equity or holding in margin accounts .
Employment Terms
| Scenario | Key Terms | Economics (Illustrative) |
|---|---|---|
| Termination without Cause (pre-change-in-control) | At-will; severance agreements provide: salary continuation 26 weeks plus 2 weeks per year of service up to 52 weeks; COBRA at employee rate during severance period; pro rata STIP based on actual performance; vesting generally forfeited if voluntary departure; prorated awards possible at end of performance period if targets met; subject to release and non-compete obligations . | If occurred on Dec 31, 2021: Salary $175,000; accrued vacation $87,702; health benefits $14,495; 2021 STIP $117,994; LTIP and other equity $89,925; other compensation $17,669; total $502,785 . |
| Change-in-Control (double-trigger: termination without cause or resignation for good reason) | Lump sum cash equal to min 1.5× base salary, plus tenure credit up to a max 2× base salary; up to 18 months accident/health benefits (reduced by comparable coverage from other sources); payment of 100% of target STIP for year of termination; accelerated vesting of LTIP performance awards based on timing (50% if CoC in year 1; 75% in year 2; 100% in year 3 if Compensation Committee determined Company was on track), and 100% of unvested time-based equity awards . | Assuming event on Dec 31, 2023: Salary & lump sum $725,000; health benefits $44,971; 2023 STIP $266,063; LTIP & other equity $630,887; other compensation $84,543; total $1,751,464 . Assuming event on Dec 31, 2024: Salary & lump sum $687,500; health benefits $50,835; 2024 STIP $221,625; LTIP & other equity $724,192; other compensation $120,927; total $1,805,079 . |
Additional provisions:
- Clawback: revised in 2023 to comply with SEC/NASDAQ restatement rules; mandatory recovery of erroneously received incentive-based compensation for the three years preceding the restatement, subject to limited exceptions .
- Tax and accounting: Committee may authorize non-deductible compensation beyond Code Section 162(m) limits if in stockholders’ best interests .
Retention and Special Awards (Potential Selling Pressure Considerations)
- 2021 retention bonus program linked to strategic alternatives review: lump sums payable upon consummation of a sale/change in control by May 1, 2022; Ms. Keisling’s retention bonus $175,000 .
- 2022 amended retention program: payable on the earlier of Dec 31, 2022 or sale/CoC; Ms. Keisling’s amended retention bonus $87,500 .
Compensation Structure Analysis
- Shift toward performance pay in 2023: Ms. Keisling’s non-equity incentive rose to $266,063 on a 75% salary target as STIP achieved 141.9% payout driven by Adjusted EBITDA, wireless revenue, and CCS bookings performance, plus consolidated revenue bonus; stock awards remained RSU/PSU-based with grant-date fair value of $187,500 .
- No option awards disclosed; equity mix is RSUs/PSUs, which typically carry lower risk than options and include performance weighting (e.g., LTIP 2021–2023 with 40% software bookings, 40% expense control, 20% wireless revenue) .
- Ownership alignment supported by guidelines and prohibitions on hedging/pledging, and Committee’s clawback policy update in 2023 .
Equity Ownership & Alignment Trends
- Beneficial ownership increased from 10,904 (2019) to 36,678 (2023) before declining to 20,000 shares in 2024 and remaining at 20,000 in 2025; each <1% of outstanding shares .
- 2023 vesting delivered 15,663 shares total (time- and performance-based), paid in early 2024, consistent with program design; ownership guideline compliance stated for all executives as of Dec 31, 2023 .
Governance and Role Context
- Executive officers serve at the pleasure of the Board; only the CEO has an employment contract; Ms. Keisling’s role encompasses treasury operations and corporate secretary duties; subsidiary directorships indicate oversight across Spok’s entities .
Risk Indicators & Red Flags
- Hedging and pledging are prohibited for executives and directors, mitigating misalignment risk .
- Clawback policy strengthened in 2023 per SEC/NASDAQ rules, improving accountability .
- Change-in-control benefits include accelerated vesting (subject to “on-track” determination) and 1.5×–2× salary multiples, representing standard double-trigger protections but implying potential retention costs in a sale scenario .
Investment Implications
- Compensation incentives are tightly linked to EBITDA, bookings, and wireless revenue, aligning Ms. Keisling’s pay with cash generation and sales performance; the 2023 STIP overachievement to 141.9% indicates strong execution against these value drivers .
- Robust double-trigger change-in-control protections and accelerated vesting terms reduce departure risk but could create payout acceleration in a transaction; investors should factor potential equity acceleration and STIP target payouts into deal modeling .
- Ownership guidelines and bans on hedging/pledging support alignment; beneficial ownership declined to 20,000 in 2024/2025 while 2023 vesting was substantial—monitor future Form 4s for potential selling pressure or retention of vested shares .
- Company fundamentals show stable revenues and EBITDA versus 2022–2024 with positive net income; this backdrop together with pay-for-performance design suggests compensation alignment with financial outcomes during her tenure in the role .
Values marked with * retrieved from S&P Global.