Todd Stein
About Todd Stein
Todd Stein (age 47) is an independent director of Spok Holdings, Inc. since 2018 and currently serves as Chair of the Audit Committee. He is Co‑Investment Manager of Braeside Investments, LLC, holds the Chartered Financial Analyst designation, and is recognized by the Board as an “audit committee financial expert,” bringing two decades of global investment management and capital allocation expertise; he previously co‑managed merger arbitrage strategies and served on the official creditors’ committee of United Airlines in 2002 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Braeside Investments, LLC | Co‑Investment Manager | 2004–present | Long-term shareholder; capital allocation insight to Spok’s strategy . |
| Q Investments, L.P. | Portfolio Manager; primary analyst on distressed/bankrupt equities | Pre‑2004 | Co‑managed merger arbitrage; deep fundamental analysis experience . |
| United Airlines (Northern District of Illinois) | Official creditors’ committee member (appointed by U.S. Trustee) | 2002 | Oversight in restructuring process; creditor governance experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in 2025 Proxy . |
Board Governance
- Independence: Independent director; Board majority independent; Audit, Compensation, and Nominating & Governance Committees composed solely of independent directors .
- Committee assignments: Stein chairs Audit; not listed on Compensation or Nominating & Governance . Audit Committee members are financially literate; Stein designated “audit committee financial expert” .
- Attendance and engagement: Board held 5 meetings in 2024; directors attended 100% of Board and applicable committee meetings and the 2024 Annual Meeting; Board meets in executive session at every meeting .
- Board leadership: Independent Chair (Christine Cournoyer); CEO separate from Chair .
| Committee | Membership | 2024 Meetings |
|---|---|---|
| Audit | Chair: Todd Stein; Members: Randy Hyun, Brett Shockley, Dr. Bobbie Byrne | 4 |
| Compensation | Chair: Randy Hyun; Members: Brett Shockley, Dr. Bobbie Byrne | 3 |
| Nominating & Governance | Chair: Christine M. Cournoyer; Members: Brett Shockley, Dr. Bobbie Byrne | 1 |
Fixed Compensation
| Component | Structure | 2024 Amounts |
|---|---|---|
| Annual cash retainer (non‑exec directors) | Paid quarterly | $45,000 per director |
| Audit Committee | Member retainer; Chair premium | $10,000 member; $20,000 chair |
| Compensation Committee | Member retainer; Chair premium | $6,000 member; $12,000 chair |
| Nominating & Governance Committee | Member retainer; Chair premium | $4,000 member; $8,000 chair |
| Chair of Board | Additional annual cash retainer | $45,000 |
| Todd Stein 2024 cash fees | Cash component earned | $65,000 |
| Director | Fees Earned or Paid in Cash ($) | Stock Award ($) | Total ($) |
|---|---|---|---|
| Todd Stein | 65,000 | 100,000 (restricted stock; grant date fair value) | 165,000 |
Performance Compensation
| Equity Award Type | Grant Basis | 2024 Value | Vesting Terms | Outstanding at 12/31/2024 |
|---|---|---|---|---|
| Restricted Stock (non‑exec directors) | Quarterly grants based on quarter-end closing price | $100,000 (annualized) | Vests on earlier of change in control or 1 year from grant | 6,530 shares (Stein) |
- Performance metrics tied to director compensation: None disclosed (director equity is time-based restricted stock; no performance criteria) .
Other Directorships & Interlocks
| Entity | Relationship | Ownership/Role | Notes |
|---|---|---|---|
| Braeside Investments, LLC | Investment manager to Braeside Capital, L.P. and Braeside Capital II, L.P. | Reported beneficial ownership via funds; Stein co‑manages Braeside | Braeside holds 1,475,215 shares (7.17% of common stock) . |
| Todd Stein (individual + shared) | Director; beneficial owner | 1,516,527 shares beneficially owned; 41,312 directly; remainder shared via Braeside-managed funds | Potential interlock as significant shareholder representative on Board . |
Expertise & Qualifications
- Audit committee financial expert; extensive investment management experience; capital allocation insights supporting Spok’s strategy .
- CFA designation; background in merger arbitrage and distressed/bankrupt equities; creditors’ committee experience .
Equity Ownership
| Holder | Shares | % of Class | Ownership Nature |
|---|---|---|---|
| Todd Stein | 1,516,527 | <1% (individual line items marked with asterisk) | 41,312 direct; remainder shared via Braeside-managed entities |
| Braeside Investments, LLC (fund complex) | 1,475,215 | 7.17% | Shared voting/dispositive power across Braeside Capital L.P. (606,329), Braeside Capital II L.P. (721,001), Braeside Investments, LLC (147,885) |
- Director stock ownership guidelines: Non‑exec directors required holdings of ~$195k–$201k; Chair $294k; all non‑exec directors met guidelines as of 12/31/2024; hedging/pledging prohibited .
Insider Trades (2025)
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post‑Txn Holdings | Direct/Indirect | SEC Filing URL |
|---|---|---|---|---|---|---|---|
| 2025‑08‑22 | 2025‑08‑20 | Sale | 6,076 | 18.0991 | 552,875 | Indirect (Braeside Capital, L.P.) | |
| 2025‑08‑22 | 2025‑08‑20 | Sale | 7,132 | 18.0991 | 636,295 | Indirect (Braeside Capital II, L.P.) | |
| 2025‑09‑05 | 2025‑09‑04 | Sale | 20,526 | 18.0846 | 566,912 | Indirect | |
| 2025‑09‑05 | 2025‑09‑04 | Sale | 17,482 | 18.0846 | 497,560 | Indirect | |
| 2025‑08‑18 | 2025‑08‑14 | Sale | 44,213 | 18.4988 | 676,788 | Indirect | |
| 2025‑08‑20 | 2025‑08‑18 | Sale | 15,317 | 18.3687 | 643,427 | Indirect | |
| 2025‑03‑12 | 2025‑03‑10 | Sale | 39,773 | 16.5755 | 723,145 | Indirect | |
| 2025‑07‑01 | 2025‑07‑01 | Award | 1,414 | 17.68 | 42,726 | Direct (restricted stock/DSU accrual) | |
| 2025‑04‑01 | 2025‑04‑01 | Award | 1,521 | 16.44 | 41,312 | Direct (restricted stock/DSU accrual) |
Notes: Records aggregated via insider-trades skill; direct/indirect reflects Form 4 reporting footnotes that Mr. Stein may be deemed to beneficially own fund-held shares via Braeside Investments, LLC but disclaims ownership beyond pecuniary interest .
Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting voting results (Item 5.07): Say‑on‑Pay approved with 12,111,357 “For”, 476,088 “Against”, 126,627 abstentions; broker non‑votes 3,441,163 .
- Director election: Stein received 12,634,148 “For”, 40,159 “Withheld”, 39,765 abstentions; broker non‑votes 3,441,163 .
- Proxy indicates prior year (2024) Say‑on‑Pay approval of 92% on 2023 NEO program; ongoing investor outreach described .
Related‑Party Transactions
- No related‑party transactions disclosed for Stein; a Board member (Dr. Byrne) has a customer relationship with Advocate Health and revenues recognized ($1.4M in 2024; $0.7M in 2023) were disclosed and reviewed under the Company’s conflict processes .
Governance Assessment
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Strengths:
- Independent director; Audit Chair; designated financial expert; 100% attendance; strong governance structures (independent Chair, executive sessions each meeting) .
- Clear director ownership guidelines met; prohibitions on hedging/pledging; alignment via restricted stock .
- Robust Audit Committee oversight including cybersecurity and related‑party risk; formal reports and pre‑approval policies for audit fees .
-
Potential red flags or watch items:
- Significant beneficial ownership and shared control via Braeside (7.17% of shares) while serving as Audit Chair may raise perceived conflict of interest concerns; however, independence determinations affirm NASDAQ independence and no Stein-related transactions disclosed .
- Multiple indirect insider sales in Aug–Sep 2025 through Braeside funds; could signal portfolio rebalancing rather than governance issues, but timing and volume warrant monitoring for alignment optics .
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Overall: Governance profile is solid (attendance, committee leadership, policies). Maintain surveillance on fund‑related ownership and trading given dual role as significant shareholder representative and Audit Chair .