DEF 14A of OptimizeRx Corp, Apr 30, 2025

DEF 14A of OptimizeRx Corp

Filed Apr 30, 2025 · FY20240001213900-25-037114

Open on EDGAR

  1. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Our bylaws provide that our business shall be managed by or under the direction of a board of directors of not less than three nor more than seven directors, which number shall be fixed from time to time by resolution of the Board. The size of the Board is currently fixed at five directors. The Board has nominated five persons for election as directors at the Annual Meeting. Each of the five nominees, if elected, will hold office for a term that expires at the next annual stockholders’ meeting. Each director shall hold office for the term for which the director was elected and until the director’s successor is elected and qualified or until the director’s earlier death, resignation, or removal. Proxies solicited by the Board will, unless otherwise directed, be voted to elect the five nominees named below to constitute the entire Board. The Board has nominated each of the following individuals for election as a director at the Annual Meeting: Lynn O’Connor Vos, Catherine Klema James Lang, Patrick Spangler, and Gregory Wasson. The following table sets forth certain information, as of the date of this proxy statement, as to each nominee for the office of director:

  2. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    | Name | Age | Position | Director Since | | Lynn O’Connor Vos | 69 | Chairperson | 2015 | | Catherine Klema | 66 | Director | 2024 | | James Lang | 60 | Director | 2017 | | Patrick Spangler | 69 | Director | 2018 | | Gregory Wasson | 66 | Director | 2020 |

  3. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    Each nomination for director was based upon the recommendation of our Nominating and Governance Committee and each nominee for director is a current member of the Board. All nominees have consented to serving as nominees for election to the Board, to being named as nominees of the Board in this proxy statement, and have indicated their intent to serve as members of the Board if elected. In the event that, prior to the election of directors, any of the nominees shall be unable or unwilling to serve as a director if elected (a situation we do not anticipate), the persons named in the proxy intend to vote “FOR” the election of the remaining nominees and any person as may be nominated by the Board in substitution unless the Board reduces the number of directors to be elected). If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies each substitute nominee, discloses that such nominee has consented to being named in the amended proxy statement and to serve as director if elected, and includes certain biographical and other information about such nominee required by the applicable rules of the SEC. As of the date of this proxy statement, the Company has no reason to believe that any of the nominees named below will be unable to serve as a director if elected. The nominations were based, in part, on the nominees’ various experiences, skills, perspectives, and qualifications, some of which are highlighted in the table below. The Board believes these attributes help enable the Board to provide insightful leadership and oversight. The table is intended to provide a summary of our directors’ qualifications and is not a complete list of each director nominee’s strengths or contributions to the Board. Additional details on each director’s experience, qualifications, skills and attributes are set forth in their individual biographies.

  4. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    | | Vos (Chair) | Lang | Spangler | Wasson | Klema | | Current/Former Public Company CEO | ✓ | | | ✓ | | | Strategic Planning | ✓ | ✓ | ✓ | ✓ | ✓ | | Mergers & Acquisitions/Joint Ventures | ✓ | ✓ | ✓ | ✓ | ✓ | | Business Operations | ✓ | ✓ | ✓ | ✓ | ✓ |

  5. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    | | Vos (Chair) | Lang | Spangler | Wasson | Klema | | Risk Management | ✓ | ✓ | ✓ | ✓ | ✓ | | Other Public Company Board Experience | ✓ | ✓ | ✓ | ✓ | ✓ | | Digital Healthcare Technology | ✓ | ✓ | ✓ | ✓ | ✓ | | Healthcare Industry | ✓ | ✓ | ✓ | ✓ | ✓ | | Technology/Information Security/Cybersecurity | | ✓ | ✓ | | | | Corporate Governance | ✓ | ✓ | ✓ | ✓ | ✓ | | Sales and Marketing | ✓ | ✓ | | | | | High Level Financial Accounting or Expertise | ✓ | ✓ | ✓ | | ✓ | | Executive Compensation | ✓ | ✓ | ✓ | ✓ | ✓ | | Government & Regulatory | | ✓ | ✓ | | | | Environmental/Sustainability/Climate Change | ✓ | ✓ | | | | | Human Capital Management | ✓ | ✓ | ✓ | ✓ | ✓ |

  6. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    The following information about our directors is based, in part, upon information supplied by them. Unless otherwise indicated, each individual has had the same principal occupation for more than five years.

  7. Lynn O’Connor Vos

    Lynn O’Connor Vos Ms. Vos, was appointed Chairperson of OptimizeRx Board of Directors in January 2024. Ms. Vos initially joined the Company as a director in September 2015, representing Grey Healthcare Group, a healthcare advertising and communications company and wholly-owned operating company of WPP plc, when it acquired a minority interest in OptimizeRx as a strategic investor. Since 2017, Ms. Vos has served as an independent director of the Company. Since November 2020, Ms. Vos has served as President of VosHealth, LLC, a healthcare consulting firm focused on advising healthcare start-ups and marketing organizations. From August 2021 to March 2022, Ms. Vos served as the interim Chief Executive Officer of Modular Medical, a publicly traded development stage medical device company focused on the design, development, and eventual commercialization of an innovative insulin pump. From October 2017 to November 2020, Ms. Vos served as the President and Chief Executive Officer of the Muscular Dystrophy Association. From October 1994 to September 2017, Ms. Vos served as the Chief Executive Officer of Grey Healthcare Group. Ms. Vos currently serves as the Chairperson of Medisafe, Inc., a medication adherence platform, and as a director of Aspira Women’s Health, Inc., a publicly traded bio-analytical based company focused on the development of gynecologic disease diagnostic tools, and as a director of Modular Medical, and previously served on the boards of nTelos Wireless, a wireless telecommunications company and PCS provider; the Jed Foundation, a leading nonprofit dedicated to protecting the emotional health of college students; and was a founding board member of Multiple Myeloma Research Foundation (MMRF), a pioneering cancer research foundation. Ms. Vos is a founding member of Extraordinary Women on Boards (EWOB) and a member of Women Business Leaders of the US Health Care Industry Foundation (WBL). Ms. Vos is qualified to serve on our Board because of her CEO and board experience and extensive executive skills in digital marketing, commercialization, and communications in the healthcare industry.

  8. Catherine Klema

    Catherine Klema Ms. Klema joined the Company as a director in January 2024. Since establishing Nettleton Advisors LLC in 2001, Ms. Klema has served as President of the healthcare strategic advisory consulting firm. Prior to establishing Nettleton Advisors, Ms. Klema served as Managing Director, Healthcare Investment Banking at SG Cowen Securities and Furman Selz LLC. In 2020, Ms. Klema joined the Board of Managers of Quorum Health, the owner or operator of 12 hospitals in 10 states. Ms. Klema serves as Chair of Quorum’s Board of Managers and Chair of Quorum’s Compensation Committee. In 2020, Ms. Klema also joined the Board of Trustees of Albert Einstein College of Medicine, where she serves as Audit Committee Chair. In 2012, Ms. Klema was appointed to the Board of Trustees for Montefiore Health System, an academic health system consisting of Albert Einstein College of Medicine, 11 hospitals, an extended care facility and home health program, School of Nursing, and primary and specialty care regional network including the largest school health program in the United States. Ms. Klema serves as Vice Chair of the Montefiore Health System, Chair of the Montefiore Health System Audit Committee and Co-Chair of the Montefiore Health System Medical Committee. Ms. Klema also served as a Director of Allergan plc, a global pharmaceutical company, from 2004 to 2019, and as a Director of Pharmaceutical Product Development, Inc., a global contract research organization, from 2000 to 2011. Ms. Klema brings 40 years of experience in healthcare investment, data, analytics, and technology-enabled business services and is qualified to serve on our Board because of her extensive executive skills and background in the healthcare industry.

  9. Stockholder Recommendations for Director Nominees

    Stockholder Recommendations for Director Nominees Any stockholder wishing to recommend a candidate for director should submit the recommendation in writing to our principal executive offices: OptimizeRx Corporation, 260 Charles Street, Suite 302, Waltham, MA 02453, Attn: Corporate Secretary. The recommendation must include the same information that would be required for a candidate who is proposed by a stockholder as a director nominee for election at an annual meeting of stockholders as described under “Stockholder Proposals” on page 48. Candidates who are recommended by stockholders, as opposed to nominated, will receive the same consideration as other proposed candidates.

  10. Director Nominees Proposed by Stockholders

    Director Nominees Proposed by Stockholders Stockholders who wish to propose a director nominee for election at an annual meeting must be stockholders of record and must follow the advance notice procedures contained in our bylaws, which include delivering a written notice of an intent to make such director nomination to the the Company’s Corporate Secretary not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. The notice must contain all of the information required by our bylaws (which includes information required by Rule 14a-19 of the Exchange Act (the SEC universal proxy rule)) and the stockholder submitting the notice must comply with the procedural and other requirements set forth in our bylaws. Based on this year’s annual meeting date of June 11, 2025, and provided that our 2026 Annual Meeting of Stockholders is not held more than 30 days before or more than 60 days after June 11, 2026, a stockholder’s notice of intent to make a director nomination at our 2026 Annual Meeting of Stockholders must be received by the Company’s Corporate Secretary not earlier than the close of business on February 11, 2026 and not later than the close of business on March 13, 2026. The foregoing deadline is also the applicable deadline for a stockholder who intends to solicit proxies in support of director nominees other than the Board’s nominees to comply with the notice requirements pursuant to Rule 14a-19 of the Exchange Act. See “Stockholder Proposals” on page 48 for additional information.

  11. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth certain information regarding the compensation earned by or awarded to each of our non-employee directors who served on our Board during 2024. Mr. Febbo, our former Chief Executive Officer, received no compensation for his service as a director during 2024, and is not included in the table below.

  12. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Lynn O’Connor Vos | 99,000 | 149,999 | 248,999 | | Catherine Klema | 56,500 | 149,999 | 206,499 | | James Lang | 54,000 | 149,999 | 203,999 | | Patrick Spangler | 65,000 | 149,999 | 214,999 | | Gregory Wasson | 45,000 | 149,999 | 194,999 |

  13. DIRECTOR COMPENSATION

    ____________ (1) For each of our non-employee directors, the amount represents the grant date fair value computed in accordance with FASB ASC Topic 718 for stock awards granted during 2024. We calculated the estimated fair value of the stock awards issued to our non-employee directors using the closing price per share of our common stock on the grant date. See also Notes 2 and 11 of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. As of December 31, 2024, the aggregate number of unvested restricted stock units held by each of our non-employee directors was as follows: Lynn O’Connor Vos–13,286; Catherine Klema–11,752; James Lang–13,286; Patrick Spangler–13,286; and Gregory Wasson–13,286.

  14. Narrative Disclosure to the Director Compensation Table

    Narrative Disclosure to the Director Compensation Table Non-Employee Director Compensation Program. Our non-employee director compensation program is designed to provide competitive compensation to attract and retain high-quality non-employee directors. Directors that are also employees of our Company do not receive additional compensation for serving on the Board. Our Compensation Committee periodically reviews and makes recommendations to the Board regarding director compensation. As part of this review, the Compensation Committee may solicit the input of outside compensation consultants. Our non-employee director compensation program was structured by the Compensation Committee in 2022 following a review of a competitive analysis of the compensation we provide to our directors prepared by Pearl Meyer & Partners, LLC, an independent compensation consultant. As a result of that review and the Compensation Committee’s discussion, changes were made to our non-employee director compensation program in 2022. No changes were made to our non-employee director compensation program for 2024. Accordingly, our non-employee director compensation program in 2024 included the following components: • an annual cash retainer of $40,000; • an annual equity grant with a grant date value of approximately $150,000; • an additional annual cash retainer of $40,000 for the Chairman of the Board; • an additional annual cash retainer of $20,000 for the Audit Committee Chair; • an additional annual cash retainer of $10,000 for each Audit Committee Member; • an additional annual cash retainer of $10,000 for the Compensation Committee Chair; • an additional annual cash retainer of $5,000 for each Compensation Committee Member; • an additional annual cash retainer of $8,000 for the Nominating & Governance Committee Chair; and • an additional annual cash retainer of $4,000 for each Nominating & Governance Committee Member. Our non-employee director compensation program is subject to an annual aggregate limit on compensation, which provides that the cash fees paid during any calendar year and the value of equity awards as determined on the date of grant for each non-employee director may not exceed $750,000, with a $1,000,000 limit as to any new non-employee director for the calendar year in which the non-employee director is first elected or appointed to the Board.

  15. Elements of Executive Compensation

    | Compensation Element | Purpose | | Base Salary | • Provides a fixed level of compensation that is competitive with the external market and reflects each executive’s contributions, experience, responsibilities and potential to contribute to our future success | | Annual Incentives | • Aligns officers’ efforts with the near-term corporate goals of the Company through competitive annual incentive opportunities • Rewards achievement of qualitative or quantitative performance measures • The amount earned will vary relative to the targeted level based on our actual results and/or the individual’s performance | | Discretionary Cash Bonuses | • To reward an executive for significant contributions to the Company or when the executive has performed at a level above what was expected, or other similar circumstances • A discretionary bonus may also be used to attract a new hire |

  16. Elements of Executive Compensation

    | Compensation Element | Purpose | | Long-Term Equity Incentive Compensation | • Aligns executives’ interests with the long-term interests of our stockholders • Motivates and rewards the achievement for stock price growth • Promotes executive retention and stock ownership, and focuses executives on enhancing stockholder value | | Benefits | • Promotes health and wellness • Provides financial protection in the event of disability or death • Provides tax-beneficial ways for executives to save towards their retirement, and encourages savings through matches to executives’ retirement savings |

  17. Executive Compensation Processes

    Executive Compensation Processes Role of Committee and Management. In reviewing each executive officer’s compensation terms, the Compensation Committee considers relevant factors including the nature and scope of the executive officer’s role and responsibilities, leadership and management experience, individual contributions, Company performance, market compensation levels, retention considerations, the terms of the executive officer’s employment agreement, tenure, prior compensation and internal pay equity. Executives do not participate in the Compensation Committee’s deliberations or decisions regarding their own compensation. The Compensation Committee’s independent compensation consultant assists the Compensation Committee in determining named executive officer compensation by providing data, analyses and recommendations. In addition, the Company’s Chief Executive Officer presents individual pay recommendations to the Compensation Committee for the other executive officers. Following such review, the Compensation Committee approves the compensation terms for all executive officers. Role of Compensation Consultants. The Compensation Committee has the authority under its charter to retain compensation consultants to assist in carrying out its responsibilities. The Compensation Committee has from time to time retained consultants to provide independent advice on executive officer and director compensation and to perform specific tasks as requested by the Compensation Committee. Any such consultant reports directly to the Compensation Committee. The Compensation Committee engaged Pearl Meyer in 2022 to provide market and peer group data, as well as advice on the components of executive officer compensation. In 2023, the Compensation Committee conferred with Pearl Meyer regarding equity compensation matters. In 2024, the Compensation Committee worked with Pearl Meyer to construct a new market and peer group for purposes of benchmarking and advising on executive pay levels for 2024. The Compensation Committee assessed the independence of Pearl Meyer pursuant to SEC rules and in accordance with Nasdaq listing standards, noting that Pearl Meyer (i) did not have any relationships with the Company, our executive officers or our Committee members that would impair its independence, and (ii) does not provide any services to the Company other than advice to the Compensation Committee regarding executive officer and director compensation and our equity compensation plan, and concluded that Pearl Meyer is free from conflicts of interest and is independent.

  18. Competitive Market Pay Information

    Competitive Market Pay Information Our Compensation Committee reviews competitive market data to ensure that our executive compensation program offers competitive compensation opportunities. The primary frame of reference for market-based analysis is a peer group of comparable public companies collectively reviewed by the Compensation Committee and Pearl Meyer, and ultimately selected by the Compensation Committee, using a balanced approach that focuses on companies of similar size (revenue, market capitalization and/or valuation) and in the same or adjacent sectors (health care technology/software). For 2024, the Compensation Committee determined to adjust the peer group to reflect the decrease in the Company’s market cap. The updated peer group’s median valuation is 1/3 of that of the prior peer group utilized by the Compensation Committee ($225 million vs $606 million). In setting compensation for 2024, the Compensation Committee used this peer group because, when taken in the aggregate, it represented a reasonable market reference when determining the competitiveness of our executive compensation for 2024. As needed, the Compensation Committee may reference published market survey data as an additional reference point. The peer group for setting 2024 compensation decisions consisted of the following companies:

  19. Competitive Market Pay Information

    | American Well Corporation | Domo, Inc. | Phreesia, Inc. | | Arteris, Inc. | Health Catalyst, Inc. | Simulations Plus, Inc. | | Augmedix, Inc. | HealthStream, Inc. | Smith Micro Software, Inc. | | CareCloud, Inc. | iCAD, Inc. | SoundThinking, Inc. | | Computer Programs and Systems, Inc. | Intellicheck, Inc. | Viant Technology Inc. | | CoreCard Corporation | Kaltura, Inc. | |

  20. Competitive Market Pay Information

    The Compensation Committee believes that the compensation data related to companies in our peer group and compensation survey data constituted appropriate guidelines for it to compare proposed pay levels for our named executive officers with those of other companies. The purpose of using this data was to assist the Compensation Committee in assessing whether our proposed executive compensation was competitive. The Compensation Committee considered these data only as a guidepost to their evaluation of proposed compensation amounts, and there was no mandate that any actual compensation paid must fall within any set range. Our Compensation Committee and the Board believe that using the market comparative data in this manner was useful in establishing an appropriate and competitive compensation structure. The Compensation Committee relied on this 2024 competitive market data in setting 2024 compensation for our named executive officers.

  21. Annual Cash Compensation

    Annual Incentive Awards. All of our named executive officers were participants in the OptimizeRx Corporation 2022 Cash Bonus Plan, or the “Cash Bonus Plan” during 2024. The Cash Bonus Plan was adopted in February 2022 by the Compensation Committee. The purpose of the Cash Bonus Plan is to align officers’ and other employees’ efforts with the strategic goals of the Company through competitive annual incentive opportunities. The Cash Bonus Plan is administered by the Compensation Committee. The Compensation Committee has the power to grant awards under the Cash Bonus Plan, to determine the amount of cash to be paid pursuant to each award and the terms and conditions of each award. Awards may provide for payment in installments, or upon the satisfaction of qualitative performance standards or quantitative performance standards, on an individual, divisional or Company-wide basis, as determined by the Compensation Committee. Each participant in the Cash Bonus Plan is entitled to receive payment of the award only after certification by the Compensation Committee that the targets associated with the award have been satisfied. The Compensation Committee meets and certifies the results prior to March 15th of each year. Final payments with respect to awards vary based on the level of achievement measured against the pre-determined performance measures. The Compensation Committee has the discretion to reduce or eliminate the amount otherwise payable to a participant if it determines that such a reduction or elimination is in the best interests of the Company. The annual cash bonus for 2024 under the Cash Bonus Plan for all of our named executive officers was based on the following performance goals: (i) a revenue goal, and (ii) an Adjusted EBITDA goal. The Compensation Committee believes these two goals focus management’s attention on revenue growth, profitability, and operational efficiency, which are key drivers in building shareholder value. For purposes of the 2024 bonus awards, we defined EBITDA as net income (loss), as determined under GAAP, before interest, taxes, depreciation and amortization and Adjusted EBITDA as EBITDA further adjusted to exclude stock-based compensation. In addition, the Compensation Committee, at its discretion, may eliminate (i) extraordinary, unusual, and/or nonrecurring items of gain or loss; (ii) gains or losses on the disposition of a business; (iii) dividends declared on the Company’s stock; (iv) changes in tax or accounting principles, regulations or laws; (v) expenses incurred in connection with a merger, acquisition or similar transaction; or (vi) such other effects that the Compensation Committee may approve to be eliminated. In 2024, the Compensation Committee eliminated severance charges, asset impairment charges and acquisition expenses. Each performance goal was assigned a weighting—50% for revenue, and 50% for Adjusted EBITDA. For 2024, our Compensation Committee set threshold, target, and maximum performance-based cash bonus award levels which were aligned with the Company’s financial guidance for the year. Target performance for each metric was set higher than the Company’s financial guidance. During 2024, the Company adjusted its financial guidance. As a result, the Compensation Committee determined to similarly adjust the revenue and Adjusted EBITDA threshold, target, and maximum levels for determining cash bonus payouts to reflect this new financial guidance. There would be no annual performance-based cash bonus payout under the Cash Bonus Plan with respect to any Company performance metric for which actual Company performance did not meet the threshold level. Payout at threshold would be at 50% of target. Achievement between specified Company performance levels would result in a payout based on linear interpolation. In addition, the annual performance-based cash bonus award had a cap of 200% of the target annual incentive opportunity for such performance measure as a maximum award level for each of our named executive officers. The Company performance metrics operate independently. Each named executive officer’s target annual incentive opportunity is based on a number of factors, including the individual’s role and responsibilities within the Company, the individual’s experience and expertise, pay levels in the marketplace for similar positions, and performance of the individual and the Company as a whole. For 2024, the Compensation Committee set the target performance-based cash awards, as a percentage of base salary, for each of our named executive officers as follows:

  22. Annual Cash Compensation

    | Measure | Actual | | Revenue | $92,127,044 | | Adjusted EBITDA (for cash bonus calculations) | $11,760,615(1)(2)(3) |

  23. Annual Cash Compensation

    ____________ (1) At the time of bonus calculations, the Company had not yet finalized the audit of its financial statements for 2024, and the Company’s net income (loss), cash operating expenses, and acquisition-related expenses were less than as reported in our audited financials. In addition, tax expense utilized in cash bonus calculations was an estimate which was subsequently updated when the tax expense was prepared and recorded in our audited financials. Due to the foregoing, the final Adjusted EBITDA as reported in our earnings release was $30,729 less than the Adjusted EBITDA (for cash bonus calculations). (2) Upon finalizing the Company’s financial results, a decision was made not to change the aggregate cash bonus determinations that had been established and accrued in our financial statements because the difference between the Adjusted EBITDA (as reported) and the Adjusted EBITDA (for cash bonus calculations) was immaterial. (3) A reconciliation of Adjusted EBITDA to the most directly comparable GAAP measures is included in Appendix A to this proxy statement. Based on the foregoing results, the Compensation Committee certified that the total payout based on the Company’s Revenue and Adjusted EBITDA (for cash bonus calculations) was 58.9% for each of Messrs. Stelmakh and Silvestro. Accordingly, for 2024, based on the formula described above, the Compensation Committee issued annual cash bonuses of $137,679 and $141,360 pursuant to the Cash Bonus Plan to each of Messrs. Stelmakh and Silvestro, respectively. Such annual cash bonuses were paid in the first quarter of 2025. Mr. Febbo did not receive a bonus payment under the Cash Bonus Plan for 2024, as he stepped down as an officer and employee of the Company effective as of December 31, 2024, prior to the date that the annual cash bonuses were paid to our executive officers pursuant to the Cash Bonus Plan. See “Separation and Advisory Agreement” for a description of amounts payable to Mr. Febbo in connection with his separation of employment. Discretionary Cash Bonuses. In addition to the performance-based bonuses described above, the Compensation Committee has the authority to award discretionary cash bonuses. This type of bonus may be used to reward executive officers for exemplary performance during the year and to attract and recruit qualified candidates. The Compensation Committee considers the following factors in determining the amount of discretionary bonus payable to an executive officer, if any: the Company’s overall performance in light of economic conditions experienced during the fiscal year, the executive’s contribution to the Company’s annual and long-term strategic objectives, the quality of the executive’s work, as well as the officer’s contribution to specific strategic initiatives as may be measured in ways different from the performance criteria identified above. The Compensation Committee believes that it is important to have the flexibility to grant discretionary awards if the Company does not achieve one or more specific financial metrics in the event that the Compensation Committee determines that management’s overall performance during the year otherwise merits recognition. Discretionary bonus amounts, if any, are paid in the first quarter of the year following the year in which the bonus was earned. No discretionary cash bonus was paid to the named executive officers for 2024.

  24. Equity Awards

    Equity Awards We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain qualified executive officers in an increasingly competitive market. Long-term incentive awards are granted to our executive officers under the 2021 Equity Plan. As with other elements of compensation, in issuing equity awards, the Compensation Committee takes into consideration individual performance and experience of each executive, internal pay equity, expected future contributions of each executive, historical compensation levels and peer comparisons. We provide our executive officers with long-term incentive awards in the form of stock options and grants of restricted stock units (RSUs). Stock options are a key aspect of our pay-for-performance culture, by providing a return to our executive officers only if the market price of our common stock appreciates over the stock option term. RSU awards provide a return based on the market price of our common stock; if our share price declines, RSU awards correspondingly decline in value but still maintain value, and therefore, a mix of RSU awards and stock options aligns executive officers’ interests with those of stockholders by minimizing incentive for short-term risk-taking at the expense of realizing long-term value. The time-based element of such equity awards also serves as an incentive for continued employment. In April 2024, the Company and Mr. Febbo entered in an amended and restated employment agreement. to, among other things, eliminate the single trigger cash severance which was payable to Mr. Febbo in connection with a change in control and remove the Company’s 280G tax gross-up payment obligation afforded to Mr. Febbo under Mr. Febbo’s prior employment agreement. In exchange thereof, on April 15, 2024, the Compensation Committee granted Mr. Febbo 60,000 restricted stock units. In December 2024, the Compensation Committee granted Messrs. Stelmakh and Silvestro a mix of stock options and RSU awards. The purpose of these awards was to recognize and reward high performance and to promote retention. All stock option and RSU awards granted in 2024 vest in three equal annual installments beginning on the first anniversary of the date of grant. The table below shows the number of RSUs and stock options awarded to each of our named executive officers during 2024.

  25. Equity Awards

    | Name | Grant Date | Number of RSUs Granted | Number of Options Granted | | William J. Febbo | April 15, 2024 | 60,000(1) | — | | Edward Stelmakh | December 23, 2024 | 41,408 | 77,742 | | Stephen L. Silvestro | December 23, 2024 | 41,408 | 77,742 |

  26. Equity Awards

    ____________ (1) In connection with Mr. Febbo’s separation from employment with the Company, these restricted stock units were forfeited as of December 31, 2024. In addition to the equity awards disclosed in the table above, we also issued equity awards in 2024 related to 2023 compensation which were previously disclosed in the Company’s 2023 Definitive Proxy Statement filed on April 29, 2024. As previously disclosed, a portion of the bonus (i) earned by each named executive officer pursuant to the Cash Bonus Plan in 2023 and (ii) awarded to each named executive officer as a discretionary bonus in 2023, was paid to each such named executive officer in equity in 2024 (after the 2023 performance period). Accordingly, on February 15, 2024, the Compensation Committee granted RSUs to each named executive officer as follows: Mr. Febbo (15,000 RSUs), Mr. Stelmakh (7,083 RSUs) and Mr. Silvestro (7,750 RSUs).

  27. Equity Grant Timing Policy and Practices

    Equity Grant Timing Policy and Practices We have an equity award grant scheme pursuant to which we may grant equity awards, including options to purchase shares of the Company’s common stock and restricted stock units, to our employees, including the named executive officers, and our non-employee directors. It is our policy that we shall not backdate any equity grant, or manipulate the timing of the public release of material information or of any equity award with the intent of benefitting a grantee under an equity award. We generally grant equity only on a regularly scheduled basis. Pursuant to our equity award grant scheme, we grant new-hire equity awards to eligible new hires, which include options and RSUs, generally on the first business day of February, May, August, or November following an eligible new hire’s employment start date. The Compensation Committee may also approve an equity grant in connection with the promotion of a named executive officer or as a special retention grant, the timing of which is generally at the time of the promotion or other special event. We also make initial and annual equity grants in the form of RSUs to our non-employee directors at the time of a director’s initial appointment or election to the Board and on the date of each annual meeting of stockholders or soon thereafter. In addition, we make annual equity grants to our eligible employees, including our named executive officers, on an annual basis, in the fourth quarter of the year after mid-year performance reviews have been completed. The Compensation Committee does not take material non-public information into account when determining the timing and terms of equity awards. Instead, the timing and terms of equity awards is in accordance with the yearly compensation cycle. The Company does not time the release of material non-public information for the purpose of affecting the value of executive compensation or for the compensation of any other employee. The following table sets forth information regarding stock options issued to our named executive officers during 2024 during any period beginning four business days before and ending one business day after the filing of a Form 10-K or Form 10-Q or the filing or furnishing of a Form 8-K that contains material non-public business. Mr. Febbo did not receive any stock options during 2024.

  28. Equity Grant Timing Policy and Practices

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/Sh)(1) | Grant Date Fair Value of the Award | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of MNPI and the Trading Day Beginning Immediately Following the Disclosure of MNPI(2) | | Edward Stelmakh | 12/23/2024 | 77,742 | 4.83 | 199,999 | 0.61% | | Stephen Silvestro | 12/23/2024 | 77,742 | 4.83 | 199,999 | 0.61% |

  29. Equity Grant Timing Policy and Practices

    ____________ (1) The exercise price of the option was determined following the close of market on December 23, 2024. (2) The Company filed a current report on Form 8-K on December 23, 2024 announcing that Mr. Febbo would be stepping down as Chief Executive Officer of the Company effective as of December 31, 2024 and that Mr. Silvestro would serve as interim Chief Executive Officer effective as of January 1, 2025. The percentage change in the closing market price of the Company’s common stock between the trading day ending immediately prior to the filing of the 12/23/24 Form 8-K and the closing market price of the Company’s common stock on the trading day beginning immediately following the filing of the 12/23/24 Form 8-K was 0.61%.

  30. Employment Agreements in Effect During 2024

    Employment Agreements in Effect During 2024 William J. Febbo. Mr. Febbo entered into an amended and restated employment letter agreement (the “Febbo Employment Agreement”) with the Company in April 2024. The Febbo Employment Agreement provided for at-will employment and did not have a specific term. Pursuant to the Febbo Employment Agreement, Mr. Febbo’s annual base salary was set at $450,000, with such increases (but no decreases, unless mutually agreed) as may be determined by the Compensation Committee from time to time. The Febbo Employment Agreement (i) provided that Mr. Febbo was eligible to participate in the Company’s 2022 Cash Bonus Plan and/or any other cash incentive plan maintained by the Company, with a target bonus of 100% of his annual salary and (ii) authorized the Company to grant Mr. Febbo sixty thousand (60,000) restricted stock units on April 15, 2024 which vest in equal one-third increments over a three (3) year period, commencing on the first anniversary of the grant date. In addition, the Febbo Employment Agreement provided that Mr. Febbo could receive additional grants of equity awards under the Company’s 2021 Equity Incentive Plan and/or any other equity-related incentive plan maintained by the Company, as determined by the Compensation Committee in its sole discretion within the parameters, and subject to the terms and conditions, of the applicable equity plan. The Febbo Employment Agreement further provided that the treatment of any equity awards held by Mr. Febbo in connection with the termination of his employment would be determined under the applicable equity plan and/or award agreement relating to such award. The Febbo Employment Agreement also provided that Mr. Febbo was eligible to participate in various Company benefit programs generally offered to employees, such as a 401(k) plan, group medical and dental insurance, and short and long-term disability benefits. The Febbo Employment Agreement updated and superseded in its entirety Mr. Febbo’s prior employment agreement to, among other things, eliminate the single trigger cash severance which was payable to Mr. Febbo in connection with a change in control and removed the Company’s 280G tax gross-up payment obligation afforded to Mr. Febbo under his prior agreement. In connection with the Febbo Employment Agreement, the Compensation Committee amended the OptimizeRx Corporation Executive Severance Plan to make Mr. Febbo a participant of such plan. As a result, all of Mr. Febbo’s prior rights to severance and change in control benefits which were set forth under Mr. Febbo’s employment agreement were eliminated. Mr. Febbo stepped down from his positions as Chief Executive Officer and as a member of the Board of Directors of the Company effective as of December 31, 2024. On January 3, 2024, in connection with his separation from employment with the Company, Mr. Febbo and the Company entered into a Separation Agreement and Advisory, see “—Post-2024 Compensation Actions—Separation and Advisory Agreement.” Edward Stelmakh. Mr. Stelmakh joined the Company as Chief Financial Officer & Chief Operations Officer on October 11, 2021. In connection with Mr. Stelmakh’s appointment as Chief Financial Officer & Chief Operations Officer, the Company entered into an offer letter with Mr. Stelmakh. The offer letter provides that Mr. Stelmakh’s employment will be on an at-will basis and provides Mr. Stelmakh an annual base salary of $425,000. Mr. Stelmakh’s annual compensation will be reviewed by the Compensation Committee annually and adjusted at its discretion. In addition, the offer letter provides that Mr. Stelmakh will: (i) be eligible to participate in the Company’s executive bonus plan, with a target annual bonus equal to 50% of his base salary; (ii) receive a one-time equity grant valued at $3.0 million on the grant date; (iii) be eligible to participate in the Company’s annual equity grant program; and (iv) be entitled to participate in various Company benefit programs offered to employees and be eligible to participate in the Company’s flexible paid time off policy. Mr. Stelmakh’s offer letter also provides that if his employment is terminated without cause, Mr. Stelmakh will receive, as severance pay, twelve months of his then applicable base salary. In addition, assuming Mr. Stelmakh makes a timely election to continue his medical and dental insurance benefits pursuant to COBRA, medical, dental and vision insurance will be available to Mr. Stelmakh for the twelve month period following termination (until he obtains alternative health insurance) to the same extent that such insurance is provided to persons who are employed by the Company, including the Company’s payment of the employer portion of premiums, and Mr. Stelmakh’s contribution to premiums, the latter of which will be deducted from the severance pay. The Company’s obligation to pay or to provide the above benefits are conditioned on Mr. Stelmakh executing a waiver and release in favor of the Company. The agreement also includes standard confidentiality, invention assignment and non-compete provisions typically included in agreements of this type. In February 2024, the Compensation Committee approved an increase to Mr. Stelmakh’s bonus target for 2024 from 50% of base salary to 55% of base salary. Stephen Silvestro. Mr. Silvestro entered into an amended and restated employment agreement (the “Silvestro Employment Agreement”) with the Company in April 2024. The Silvestro Employment Agreement provides for at-will employment and does not have a specific term. Pursuant to the Silvestro Employment Agreement, Mr. Silvestro’s annual base salary was set at $400,000, with such increases (but no decreases, unless mutually agreed) as may be determined by the Compensation Committee from time to time. The Silvestro Employment Agreement provided that Mr. Silvestro was eligible to participate in the Company’s 2022 Cash Bonus Plan and/or any other cash incentive plan maintained by the Company, with a target bonus of 60% of his annual salary. In addition, the Silvestro Employment Agreement provided that Mr. Silvestro was eligible to receive grants of equity awards under the Company’s 2021 Equity Incentive Plan and/or any other equity-related incentive plan maintained by the Company, as determined by the Compensation Committee in its sole discretion within the parameters, and subject to the terms and conditions, of the applicable equity plan. The Silvestro Employment Agreement further provided that the treatment of any equity awards held by Mr. Silvestro in connection with the termination of his employment would be determined under the applicable equity plan and/or award agreement relating to such award. The Silvestro Employment Agreement also provides that Mr. Silvestro is eligible to participate in various Company benefit programs generally offered to employees, such as a 401(k) plan, group medical and dental insurance, and short and long-term disability benefits. The Silvestro Employment Agreement updated and superseded in its entirety Mr. Silvestro’s prior employment agreement to, among other things, remove the Company’s 280G tax gross-up payment obligation afforded to Mr. Silvestro under his prior agreement. Mr. Silvestro was appointed Chief Executive Officer on March 10, 2025. The Company and Mr. Silvestro entered into an amended and restated employment letter agreement in April 2024, see “—Post-2024 Compensation Actions—Steven Silvestro’s Employment Agreement.”

  31. Executive Severance Plan

    Executive Severance Plan On March 8, 2023, the Compensation Committee adopted the OptimizeRx Corporation Executive Severance Plan (the “Severance Plan”) to provide severance benefits to certain eligible employees of the Company. In addition, on April 12, 2024, the Compensation Committee amended the Severance Plan (the “Amended Severance Plan”) to designate new participants in the plan, remove certain participants and to change certain of the severance benefits payable under the plan. Each of the Company’s named executive officers was designated a participant in the Amended Severance Plan. The Amended Severance Plan in 2024 provided that if either Mr. Febbo or Mr. Silvestro was terminated without Cause or resigned for Good Reason, he would be paid (i) an amount equal to 1.5 times his base salary, paid in installments over 18 months, (ii) an amount equal to his target annual bonus in effect at the time of termination, paid in a lump sum, and (iii) payment by the Company of COBRA premiums for such executive and his spouse and eligible dependents for up to 12 months following termination (the payments in (i), (ii) and (iii) collectively referred to as “Severance Benefits”). The Amended Severance Plan in 2024 provided that if Mr. Stelmakh was terminated without Cause or resigns for Good Reason, he would be paid (i) an amount equal to 1.0 times his base salary, paid in installments over 12 months, (ii) an amount equal to his target annual bonus in effect at the time of termination, paid in a lump sum, and (iii) payment by the Company of COBRA premiums for such officer and his spouse and eligible dependents for up to 12 months following termination (the payments in (i), (ii) and (iii) are also collectively referred to as “Severance Benefits”). The Amended Severance Plan in 2024 also provided that if Mr. Febbo was terminated without Cause or resigned for Good Reason three months prior to or 24 months following a Change in Control, in addition to the Severance Benefits payable to such officer, Mr. Febbo would be paid a lump sum payment equal to 5.0 times his then current base salary. In addition, the Amended Severance Plan in 2024 provided if either Mr. Stelmakh or Mr. Silvestro was terminated without Cause or resigned for Good Reason three months prior to or 24 months following a Change in Control, in addition to the Severance Benefits payable to such officer, such officer would be paid a lump sum payment equal to 2.0 times his then current base salary. The Amended Severance Plan also provided that if either Mr. Febbo, Mr. Stelmakh or Mr. Silvestro was terminated due to death or Disability, such officer (or the officer’s estate) would be paid an amount equal to his target annual bonus in effect at the time of termination, paid in a lump sum. Terms not otherwise defined herein have the meanings assigned to them in the Amended Severance Plan. Unless otherwise stated in a participant’s individual employment agreement, if any payments or benefits under the Severance Plan would be considered “parachute payments” under Section 280G of the Code, and would be subject to the excise tax imposed by Section 4999 of the Code, then such payments will either be (i) reduced so than no portion of the payments is subject to the excise tax, or (ii) delivered in full, whichever of the foregoing results in the participant receiving a greater amount on a net after-tax basis, taking into account all federal, state and local taxes and the excise tax imposed by Section 4999 of the Code. The Amended Severance Plan provides that in no event will any participant receive the severance benefits provided for in the Amended Severance Plan in addition to severance benefits provided for under any other severance arrangement. Rather, if a participant is covered by any other severance arrangement, such participant will receive as severance the greater of (x) the payments and benefits set forth in the Severance Plan and (y) the payments and benefits set forth in, and subject to the terms, conditions and restrictions of, the other severance arrangement.

  32. Post-2024 Compensation Actions

    Post-2024 Compensation Actions Separation and Advisory Agreement. On January 3, 2024, in connection with his separation from employment with the Company, Mr. Febbo and the Company entered into a Separation Agreement and Release of Claims which included Advisory Terms and Conditions (the “Separation and Advisory Agreement”). The Separation and Advisory Agreement and the Febbo Employment Agreement provided that Mr. Febbo was to receive the following in connection with his separation from the Company: (1) continuation of his $450,000 per annum base salary for a period of eighteen (18) months; (2) a one time lump sum payment of his annual cash bonus target of $450,000; and (3) reimbursement of COBRA premium payments for continued health, dental and vision benefit coverage for twelve (12) months, unless earlier terminated pursuant to the terms of COBRA. Pursuant to the Separation and Advisory Agreement, Mr. Febbo was to provide advisory services to the Company for a period of three (3) months, through March 31, 2025, during which time any equity previously granted to Mr. Febbo would continue to vest in the ordinary course, which consisted of 5,000 restricted stock units that would vest on February 15, 2025. The Separation and Advisory Agreement also contained a release of claims provision. In addition, under the Separation and Advisory Agreement, Mr. Febbo agreed to abide by any and all obligations under the Business Protection Agreement entered into by and between Mr. Febbo and the Company on March 5, 2024, including Mr. Febbo’s agreement (a) not to compete with the Company for a period of twelve (12) months, and (b) not to solicit the Company’s employees, any persons who have provided services to the Company within one (1) year from the date of Mr. Febbo’s termination of employment, customers, clients, collaborators, and certain other persons or entities for a period of twelve (12) months. Stephen Silvestro’s Employment Agreement. In connection with Mr. Silvestro’s appointment as Chief Executive Officer, the Company entered into an Amended and Restated Employment Offer Letter (the “Silvestro A&R Employment Letter”) with Mr. Silvestro. The Silvestro A&R Employment Letter provides that Mr. Silvestro’s employment will be on an at-will basis and further provides Mr. Silvestro an annual base salary of $500,000, with such annual base salary subject to increase but not decrease from time to time by the Compensation Committee. In addition, the Silvestro A&R Employment Letter provides that Mr. Silvestro will: • be eligible to participate in the Company’s executive bonus plan, with a target annual bonus equal to 80% of his annual base salary; • receive a one-time equity grant valued at $1.0 million on the grant date; • be eligible to participate in the Company’s annual equity grant program; • be eligible to participate in the Company’s Executive Severance Plan; and • be entitled to participate in various Company benefit programs offered to employees.

  33. Summary Compensation Table for 2024

    Summary Compensation Table for 2024 The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers for all services rendered in all capacities to us and our subsidiaries during the years noted below:

  34. Summary Compensation Table for 2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | William J. Febbo | 2024 | 450,000 | — | 678,863(7) | — | — | 1,143,200 | 2,272,063 | | Former Chief Executive Officer(6) | 2023 | 450,000 | 56,250 | 963,189 | 963,189 | 337,500 | 19,400 | 2,789,528 | | Edward Stelmakh | 2024 | 425,000 | — | 230,826 | 199,999 | 137,679 | 15,800 | 1,009,304 | | Chief Financial Officer & Chief Operations Officer | 2023 | 425,000 | 26,563 | 200,000 | 102,988 | 159,375 | 15,800 | 929,726 | | Stephen L. Silvestro | 2024 | 400,000 | — | 228,173 | 199,999 | 141,360 | 3,600 | 973,132 | | President, Former Chief Commercial Officer(8) | 2023 | 384,583 | 29,063 | 250,000 | 128,736 | 174,375 | 3,600 | 970,357 |

  35. Summary Compensation Table for 2024

    ____________ (1) Represents discretionary cash bonuses paid after the fiscal year with respect to that fiscal year’s performance to our named executive officers. (2) Represents the grant date fair value of awards determined in accordance with FASB ASC Topic 718. Stock awards granted in 2024 consisted of time-based restricted stock units. We calculated the estimated fair value of the time-based restricted stock unit awards using the closing price per share of our common stock on the grant date. See also Notes 2 and 11 of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The stock awards granted in 2024 are subject to vesting conditions described under “– Equity Awards.” (3) Represents the grant date fair value of option awards determined in accordance with FASB ASC Topic 718. We calculated the grant date fair value of option awards using the Black-Scholes option pricing model using assumptions set forth in Note 2 of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The option awards granted in 2024 are subject to vesting conditions described under “– Equity Awards.” (4) Represents annual performance-based bonuses paid after the fiscal year with respect to that fiscal year’s performance to our named executive officers. All annual performance-based bonus awards issued in fiscal 2024 to our named executive officers were issued pursuant to our Cash Bonus Plan. See “– Annual Cash Compensation.” (5) The “All Other Compensation” column for the fiscal year ended December 31, 2024 includes the following compensation items.

  36. Summary Compensation Table for 2024

    | Named Executive Officer | Contribution to 401(k) Plan ($) | Technology Reimbursement | Accrued Severance(9) | Total ($) | | William J. Febbo | 12,200 | 6,000 | 1,125,000 | 1,143,200 | | Edward Stelmakh | 12,200 | 3,600 | — | 15,800 | | Stephen L. Silvestro | — | 3,600 | — | 3,600 |

  37. Summary Compensation Table for 2024

    (6) Mr. Febbo stepped down from his position as Chief Executive Officer effective as of December 31, 2024. (7) Represents the grant date value of (i) the portion of the February 15, 2024 restricted stock unit grant which is allocable to Mr. Febbo’s 2023 discretionary bonus, and (ii) the 60,000 restricted stock unit grant to Mr. Febbo on April 15, 2024. In connection with Mr. Febbo’s separation from employment with the Company, all of such restricted stock units were forfeited as of December 31, 2024. (8) Mr. Silvestro became the Company’s Chief Executive Officer on March 10, 2025, served as the Company’s interim Chief Executive Officer from January 1, 2025 through March 10, 2025; the Company’s President from October 24, 2023 through January 1, 2025 and as the Company’s Chief Commercial Officer from April 29, 2019 through October 24, 2023. (9) Consists of accrued of severance payments which will be paid in the future and are contingent upon Mr. Febbo’s compliance with the terms of the Separation and Advisory Agreement. For the terms of Mr. Febbo’s severance arrangement, see“—Post-2024 Compensation Actions—Separation and Advisory Agreement.”

  38. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth for each of our named executive officer’s information regarding unexercised options and unvested stock awards outstanding at December 31, 2024.

  39. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock that Have Not Vested ($)(4) | | William J. Febbo(1) | 04/18/2023 | 53,899 | — | 14.42 | 03/31/2025 | — | — | | | 02/15/2024 | — | — | — | — | 5,000 | 24,300 | | Edward Stelmakh | 10/11/2021 | 25,191 | — | 81.09 | 10/11/2026 | — | — | | | 10/03/2022 | 65,091 | 32,546 | 15.04 | 10/02/2027 | — | — | | | 10/03/2022 | — | — | — | — | 16,623 | 80,788 | | | 12/19/2023 | 5,237 | 10,474 | 12.73 | 12/18/2028 | — | — | | | 12/19/2023 | — | — | — | — | 10,474 | 50,904 | | | 02/15/2024 | — | — | — | — | 7,083 | 34,423 | | | 12/23/2024 | — | — | — | — | 41,408 | 201,243 | | | 12/23/2024 | — | 77,742 | 4.83 | 12/22/2029 | — | — | | Stephen L. Silvestro | 01/07/2021 | 38,511 | — | 37.50 | 01/07/2026 | — | — | | | 03/01/2022 | 7,817 | 3,909 | 43.24 | 03/01/2027 | — | — | | | 03/01/2022 | — | — | — | — | 1,928 | 9.370 | | | 10/03/2022 | 26,036 | 13,019 | 15.04 | 10/02/2027 | — | — | | | 10/03/2022 | — | — | — | — | 6,649 | 32,314 | | | 12/19/2023 | 6,546 | 13,093 | 12.73 | 12/18/2028 | — | — | | | 12/19/2023 | — | — | — | — | 13,093 | 63,632 | | | 02/15/2024 | — | — | — | — | 7,750 | 37,665 | | | 12/23/2024 | — | — | — | — | 41,408 | 201,243 | | | 12/23/2024 | — | 77,742 | 4.83 | 12/22/2029 | — | — |

  40. Outstanding Equity Awards at Fiscal Year-End

    ____________ (1) In connection with Mr. Febbo’s separation from employment with the Company, Mr. Febbo’s unvested options were forfeited. Pursuant to the terms of Mr. Febbo’s April 17, 2023 option agreement, upon Mr. Febbo’s separation, the option expiration date was adjusted from April 17, 2028 to March 31, 2025. The Separation and Advisory Agreement provided for continued vesting of Mr. Febbo’s equity during the three month period in which he continued to provide advisory services to the Company after his separation from employment, which consisted of 5,000 restricted stock units that would vest on February 15, 2025. All other unvested restricted stock units were forfeited. (2) All options set forth in this column vest in three equal annual installments beginning on the first anniversary of the date of grant. (3) All restricted stock units in this column held by Messrs. Stelmakh and Silvestro vest in three equal annual installments beginning on the first anniversary of the date of grant. (4) Calculated by multiplying the closing price per share of the Company’s common stock on December 31, 2024, $4.86, by the number of shares.

  41. Pay versus Performance

    Pay versus Performance The following table shows (i) the total compensation for our principal executive officer (PEO), and on an average basis, our other named executive officers (NEOs) as set forth in the summary compensation tables set forth in the Company’s proxy statements for 2024, 2023 and 2022 (“SCT”); (ii) the “compensation actually paid“ to our PEO and, on an average basis, our other named executive officers (in each case, as determined under applicable SEC rules); (iii) our total shareholder return, and (iv) our net income. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our named executive officers during a covered year. No dividends were paid or accrued on stock awards for the years presented.

  42. Pay versus Performance

    | Year | SCT Total Compensation for PEO(1) ($) | Compensation Actually Paid to PEO(1)(3) ($) | Average SCT Total Compensation for Other NEOs(2)(3) ($) | Average Compensation Actually Paid to Other NEOs(2)(3) ($) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4) ($) | Net Income (Loss)(5) ($) | | 2024 | 2,272,063 | $(305,928) | $991,218 | $81,079 | $7.82 | $(20,110,000) | | 2023 | 2,789,528 | 2,298,481 | 950,042 | 322,486 | 45.92 | (17,565,866) | | 2022 | 694,400 | (7,300,454) | 1,802,844 | (1,536,360) | 53.92 | (11,438,440) |

  43. Pay versus Performance

    ____________ (1) For each applicable year, our PEO was William J. Febbo who served as chief executive officer for each of the three years presented in the table. (2) The other NEOs included for purposes of calculating the average amounts in each applicable year were Stephen L. Silvestro and Edward Stelmakh. (3) SEC rules require certain adjustments be made to the SCT total compensation to determine “compensation actually paid” for purposes of the Pay versus Performance Table, which are detailed for 2024 in the table below. Neither our PEO nor our other NEOs participated in a defined benefit plan; therefore, no adjustment for pension benefits is included in the table below.

  44. Pay versus Performance

    | Year | Position | Reported SCT Total Compensation | [Less] Reported Grant Date Value of Equity Awards (a) | [Plus/Minus] Equity Award adjustments (b) | [Equals] Compensation Actually Paid | | 2024 | PEO | $2,272,063 | $(678,863) | $(1,899,128) | $(305,928) | | | Other NEOs Average | $991,218 | $(429,499) | $(480,640) | $81,079 |

  45. Pay versus Performance

    _________ (a) Represents the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns of the SCT for 2024. (b) The equity award adjustments include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The valuation methodologies and assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculting the equity award adjustments are as follows:

  46. Pay versus Performance

    | Year | Position | [Plus] Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | [Plus] Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | [Plus] Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | [Plus] Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | [Less] Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | Total Equity Award Adjustments | | 2024 | PEO | $0 | $0 | $24,300 | $(352,493) | $(1,570,935) | $(1,899,128) | | | Other NEOs | $438,763 | $(440,577) | $0 | $(478,826) | $0 | $(480,640) |

  47. Pay versus Performance

    (4) TSR is determined based on the value of an initial fixed investment of $100 in the Company’s common stock at December 31, 2021. (5) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year.