DEF 14A of OptimizeRx Corp, Apr 30, 2026

DEF 14A of OptimizeRx Corp

Filed Apr 30, 2026 · FY20250001213900-26-049698

Open on EDGAR

  1. ELECTION OF DIRECTORS

    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 seven directors. The Board has nominated seven persons for election as directors at the Annual Meeting. Each of the seven nominees, if elected, will hold office for a term that expires at the next annual shareholders’ 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 seven 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, Mariyamma Varghese Presti, Gregory Wasson, and Stephen Silvestro. 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. ELECTION OF DIRECTORS

    | Name | Age | Position | Director Since | | Lynn O’Connor Vos | 70 | Chairperson | 2015 | | Catherine Klema | 67 | Director | 2024 | | James Lang | 61 | Director | 2017 | | Patrick Spangler | 70 | Director | 2018 | | Mariyamma Varghese Presti | 52 | Director | 2026 | | Gregory Wasson | 67 | Director | 2020 | | Stephen Silvestro | 48 | CEO and Director | 2025 |

  3. 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. ELECTION OF DIRECTORS

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

  5. 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.

  6. Lynn O’Connor Vos

    Lynn O’Connor Vos Lynn O’Connor Vos was appointed Chairperson of the 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, a pioneering cancer research foundation. Ms. Vos is a founding member of Extraordinary Women on Boards and a member of Women Business Leaders of the US Health Care Industry Foundation. 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.

  7. 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 firm. Prior to establishing Nettleton Advisors, Ms. Klema served as Managing Director of Healthcare Investment Banking at SG Cowen Securities and Furman Selz LLC. In 2020, Ms. Klema joined the Board of Managers of of Quorum Health Corporation, the owner of 12 hospitals in 10 states. Ms. Klema currently serves as Chair of Quorum Health’s Board of Managers and Chair of its 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 over 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 leadership experience and deep healthcare industry expertise.

  8. Shareholder Recommendations for Director Nominees

    Shareholder Recommendations for Director Nominees Any shareholder 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 shareholder as a director nominee for election at an annual meeting of shareholders as described under “Shareholder Proposals” on page 59. Candidates who are recommended by shareholders, as opposed to nominated, will receive the same consideration as other proposed candidates. Shareholders who wish to propose a director nominee at an annual meeting must follow the advance notice provisions contained in our bylaws, which include delivering a written notice of an intent to make such director nomination to our Corporate Secretary at least 90 but not more than 120 days before the first anniversary of the prior year’s annual meeting. Based on this year’s Annual Meeting date of June 9, 2026, a notice will be considered timely for the 2027 Annual Meeting of Shareholders if our Corporate Secretary receives it no earlier than February 9, 2027, and no later than March 11, 2027. In addition to complying with the requirements set forth in our bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 11, 2027. The notice should be addressed to our Corporate Secretary. Please see “Shareholder Proposals” on page 59 for additional information.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  10. Director Compensation Table for 2025

    Director Compensation Table for 2025 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 2025. Mr. Silvestro, our Chief Executive Officer, joined the Board of Directors in June 2025, and received no compensation for his service as a director during 2025, and is not included in the table below.

  11. Director Compensation Table for 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Lynn O’Connor Vos | $119,000 | $149,993.60 | $268,993.60 | | Catherine Klema | $78,000 | $149,993.60 | $227,993.60 | | James Lang | $54,000 | $149,993.60 | $203,993.60 | | Patrick Spangler | $85,000 | $149,993.60 | $234,993.60 | | Gregory Wasson | $51,000 | $149,993.60 | $200,993.60 |

  12. Director Compensation Table for 2025

    ____________ (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 2025. 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, 2025. As of December 31, 2025, the aggregate number of unvested restricted stock units held by each of our non-employee directors was as follows: Lynn O’Connor Vos — 9,868; Catherine Klema — 9,868; James Lang — 9,868; Patrick Spangler — 9,868; and Gregory Wasson — 9,868.

  13. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program 2025 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 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. During 2022, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent compensation consultant, to provide advice to the Compensation Committee and evaluate our director compensation in light of the practices of other similarly sized companies in our industry. As a result of that review, changes were made to our non-employee director compensation program in 2022. No changes were made to our non-employee director compensation program for 2025 (other than determining the fees payable to members of the newly formed Strategic Committee). Accordingly, our non-employee director compensation program in 2025 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; • an additional annual cash retainer of $4,000 for each Nominating & Governance Committee Member; and • an additional cash retainer of $20,000 for each Strategic Committee Member. In addition, the 2021 Equity Plan imposes an annual aggregate limit on our non-employee director compensation program, 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. 2026 Program. In October 2025, following a competitive benchmarking exercise conducted by Pearl Meyer, and on the recommendation of our Compensation Committee, our Board approved amendments to our non-employee director compensation program for 2026. Accordingly, our non-employee director compensation program in 2026 will consist of the following components: • an annual cash retainer of $45,000; • an annual equity grant with a grant date value of approximately $175,000; • an additional annual cash retainer of $50,000 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 $12,500 for the Compensation Committee Chair; • an additional annual cash retainer of $6,250 for each Compensation Committee Member; • an additional annual cash retainer of $10,000 for the Nominating & Governance Committee Chair; and • an additional annual cash retainer of $5,000 for each Nominating & Governance Committee Member.

  14. 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 | | Long-Term Equity Incentive Compensation | • Aligns executives’ interests with the long-term interests of our shareholders • Motivates and rewards the achievement for stock price growth • Promotes executive retention and stock ownership, and focuses executives on enhancing shareholder 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 |

  15. 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 utilized this same peer group for determining 2025 compensation. In October 2025, the Compensation Committee engaged Pearl Meyer to provide market and peer group data, as well as advice on the components of executive officer compensation and our equity compensation plan. Pearl Meyer worked with the Compensation Committee to construct a new market and peer group for purposes of benchmarking executive pay levels for 2026 compensation. 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 Compensation 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.

  16. 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). As needed, the Compensation Committee may reference published market survey data as an additional reference point. The peer group for setting 2025 compensation decisions consisted of the following companies:

  17. 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. | |

  18. 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 competitive market data in setting 2025 compensation for our named executive officers.

  19. 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 2025. 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 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 2025, 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:

  20. Annual Cash Compensation

    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 2025 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 2025 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 2025, the Compensation Committee eliminated severance charges, impairment charges, shareholder activist related fees and CEO search fees. Each performance goal was assigned a weighting — 50% for revenue, and 50% for Adjusted EBITDA. For 2025, our Compensation Committee set threshold, target, and maximum financial performance measure goals based on our annual operating budget. There would be no annual performance-based cash bonus payout under the Cash Bonus Plan with respect to any Company performance measure 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 goal for each of our named executive officers. The Company performance metrics operate independently. In determining annual incentive awards for 2025, the Compensation Committee considered actual Company performance against the pre-established performance targets noted in the table below. The performance targets were set at levels necessary to meet or exceed the financial goals of our 2025 business plan to ensure the performance targets were challenging and our executive officers were motivated to deliver on our financial goals.

  21. Annual Cash Compensation

    ____________ (1) 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 (of which 181% was achieved) and Adjusted EBITDA (of which 200% was achieved) was 191% of bonus target for each of Mr. Silvestro, Mr. Stelmakh, and Ms. Greco. Accordingly, for 2025, based on the formula described above, the Compensation Committee issued annual cash bonuses of $762,623, $471,873 and $398,471 pursuant to the Cash Bonus Plan to each of Mr. Silvestro, Mr. Stelmakh, and Ms. Greco, respectively. Such annual cash bonuses were paid in the first quarter of 2026. 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 2025.

  22. 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 shareholders. 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. During 2025, we provided our executive officers with long-term incentive awards in the form of time-based stock options and time-based 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 shareholders 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 May 2025, the Compensation Committee granted Mr. Silvestro a mix of stock options and RSU awards upon his appointment as CEO of the Company, and granted Ms. Greco a mix of stock options and RSU awards as a one-time catch-up grant. In August 2025, the Compensation Committee granted Messrs. Stelmakh and Silvestro and Ms. Greco a mix of stock options and RSU awards. The purpose of these awards was to recognize and reward high performance and to promote retention. The table below shows the number of RSUs and stock options awarded to each of our named executive officers during 2025.

  23. Equity Awards

    | Name | Grant Date | Number of RSUs Granted | Number of Options Granted | | Stephen Silvestro | May 15, 2025 | 46,948(1) | 80,884(1) | | Stephen Silvestro | August 21, 2025 | 15,625(1) | 35,156(2) | | Edward Stelmakh | August 21, 2025 | 15,625(1) | 35,156(1) | | Theresa Greco | May 15, 2025 | 7,042(1) | 12,133(1) | | Theresa Greco | May 15, 2025 | 2,441(2) | — | | Theresa Greco | August 21, 2025 | 15,625(1) | 35,156(1) |

  24. Equity Awards

    (1) Such stock options and restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant. (2) Such restricted stock units vest on the first anniversary of the date of the grant.

  25. 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 our 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 shareholders or soon thereafter. In addition, we historically made annual equity grants to our eligible employees, including our named executive officers, on an annual basis, after mid-year performance reviews have been completed in the second half of the year. Starting in 2027, we anticipate moving the granting of our annual equity incentive awards to our executive officers to the first quarter. 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.

  26. Employment Agreements in Effect During 2025

    Employment Agreements in Effect During 2025 Stephen Silvestro. In connection with Mr. Silvestro’s appointment as Chief Executive Officer, the Company entered into an Amended and Restated Employment Offer Letter with Mr. Silvestro in March 2025 (the “Silvestro Employment Letter”). The Silvestro 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 Employment Letter provides that Mr. Silvestro will (i) be eligible to participate in the Company’s executive bonus plan, with a target annual bonus equal to 80% of his annual base salary; (ii) receive a one-time equity grant valued at $1.0 million on the grant date; (iii) be eligible to participate in the Company’s annual equity grant program; (iv) be a participant in the Company’s Executive Severance Plan; and (v) be entitled to participate in various Company benefit programs offered to employees. The Silvestro Employment Letter also incorporates standard confidentiality, invention assignment and non-compete provisions typically included in agreements of this type. Edward Stelmakh. In connection with Mr. Stelmakh’s appointment as Chief Financial and Strategy Officer, the Company entered into an Amended and Restated Employment Offer Letter with Mr. Stelmakh in August 2025 (the “Stelmakh Employment Letter”). The Stelmakh Employment Letter provides that Mr. Stelmakh’s employment will be on an at-will basis and further provides Mr. Stelmakh an annual base salary of $450,000, with such annual base salary subject to increase but not decrease from time to time by the Compensation Committee. In addition, the Stelmakh Employment Letter provides that Mr. Stelmakh will (i) be eligible to participate in the Company’s cash incentive plan, with a target annual bonus equal to 55% of his annual base salary; (ii) be eligible to receive equity grants under the Company’s equity incentive plan; (iii) be a participant in the Company’s Executive Severance Plan; and (iv) be entitled to participate in various Company benefit programs offered to employees. The Stelmakh Employment Letter also incorporates standard confidentiality, invention assignment and non-compete provisions typically included in agreements of this type. Theresa Greco. The Company entered into an Amended and Restated Employment Offer Letter with Ms. Greco in August 2025 (the “Greco Employment Letter”). The Greco Employment Letter provides that Ms. Greco’s employment will be on an at-will basis and further provides Ms. Greco an annual base salary of $380,000, with such annual base salary subject to increase but not decrease from time to time by the Compensation Committee. In addition, the Greco A&R Employment Letter provides that Ms. Greco will (i) be eligible to participate in the Company’s cash incentive plan, with a target annual bonus equal to 55% of her annual base salary; (ii) be eligible to receive equity grants under the Company’s equity incentive plan; (iii) be a participant in the Company’s Executive Severance Plan; and (iv) be entitled to participate in various Company benefit programs offered to employees. The Greco Employment Letter provides that, for the avoidance of doubt, bonus payments for fiscal year 2025 will be calculated at a target bonus of 55% for a base salary of $380,000 for the full year, notwithstanding that Ms. Greco’s base salary was $360,000 from January 1, 2025 through August 17, 2025. The Greco Employment Letter also incorporates standard confidentiality, invention assignment and non-compete provisions typically included in agreements of this type.

  27. Executive Severance Plan

    Executive Severance Plan The OptimizeRx Corporation Executive Severance Plan, as amended (the “Severance Plan”) provides severance benefits to certain eligible employees of the Company. Each of the Company’s named executive officers is a designated participant in the Severance Plan. The Severance Plan provides that if Mr. Silvestro is terminated without cause or resigns for Good Reason, he would be paid (i) an amount equal to one and one half (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 Severance Plan provides that if either Mr. Stelmakh or Ms. Greco is terminated without Cause or resigns for Good Reason, such officer would be paid (i) an amount equal to one (1) times the officer’s base salary, paid in installments over 12 months, (ii) an amount equal to the officer’s 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 or her 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”). In addition, the Severance Plan provides that if either Mr. Silvestro, Mr. Stelmakh or Ms. Greco is terminated without Cause or resigns 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 two (2) times such officer’s then current base salary. The Severance Plan also provides that if either Mr. Silvestro, Mr. Stelmakh or Ms. Greco is terminated due to death or Disability, such officer (or the officer’s estate) would be paid an amount equal to his or her 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 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 Severance Plan provides that in no event will any participant receive the severance benefits provided for in the 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.

  28. Say-on-Pay

    Say-on-Pay The Compensation Committee and the Board appreciate and value the views of our shareholders. At our 2025 Annual Meeting, 58.53% of votes cast were in favor of our 2024 executive compensation program. While the Board was pleased that the Say-on-Pay vote was approved, the Board acknowledges that the advisory vote was approved with a low level of support. The 2025 voting results have been carefully considered when making go-forward compensation decisions. As part of our open and ongoing dialogue with our shareholders, and in response to our 2025 Say-on-Pay vote results, we reached out to our shareholders. An overarching theme that we heard from shareholders in our meetings was that they wanted a meaningful portion of the Company’s executive’s equity compensation to consist of performance-based awards. Historically, we have granted our executives an even mix of time-based stock options and time-basesd RSUs. Considering the feedback we have received from shareholders in late 2025 and early 2026, we intend to phase-in changes to our executive compensation program to increase the program’s emphasis on at-risk, performance-based compensation by transitioning from all time-based awards to a mix of performance-based and time-based awards. We value the opinions of our shareholders and look forward to a continued, open dialogue on compensation matters and other issues relevant to our business. We are asking for your support of our executive compensation program in Proposal No. 2 (and that you approve Proposal No. 3 and/or Proposal No. 4 so that we have enough shares available in order to be able to issue performance-based equity awards to our executive officers as discussed above). The Compensation Committee and the Board will continue to consider the outcome of Say-on-Pay votes and other shareholder input, as well as available market data, in making future decisions regarding executive compensation, including the setting of future performance measures and targets upon which equity compensation is based.

  29. Summary Compensation Table for 2025

    Summary Compensation Table for 2025 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:

  30. Summary Compensation Table for 2025

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Stephen Silvestro Chief Executive Officer(5) | 2025 | 500,000 | 752,184 | 834,310 | 627,623 | 3,600 | 2,717,717 | | | 2024 | 400,000 | 228,173 | 199,999 | 141,360 | 3,600 | 973,132 | | Edward Stelmakh Chief Financial & Strategy Officer(6) | 2025 | 450,000 | 252,188 | 334,309 | 471,873 | 15,800 | 1,524,170 | | | 2024 | 425,000 | 230,826 | 199,999 | 137,679 | 15,800 | 1,009,304 | | Theresa Greco Chief Commercial Officer | 2025 | 367,500 | 353,182 | 409,312 | 398,471 | 15,800 | 1,544,265 |

  31. Summary Compensation Table for 2025

    ____________ (1) Represents the grant date fair value of awards determined in accordance with FASB ASC Topic 718. Stock awards granted in 2025 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, 2025. The stock awards granted in 2025 are subject to vesting conditions described under “— Equity Awards.” (2) 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 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, 2025. The option awards granted in 2025 are subject to vesting conditions described under “— Equity Awards.” (3) 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 2025 to our named executive officers were issued pursuant to our Cash Bonus Plan. See “— Annual Cash Compensation.” (4) The “All Other Compensation” column for the fiscal year ended December 31, 2025 includes the following compensation items.

  32. Summary Compensation Table for 2025

    | Named Executive Officer | Contribution to 401(k) Plan ($) | Technology Reimbursement ($) | Total ($) | | Stephen Silvestro | — | 3,600 | 3,600 | | Edward Stelmakh | 12,200 | 3,600 | 15,800 | | Theresa Greco | 12,200 | 3,600 | 15,800 |

  33. Summary Compensation Table for 2025

    (5) 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. (6) Mr. Stelmakh was named the Chief Financial & Strategy Officer in August 2025. He joined the Company as Chief Financial Officer & Chief Operations Officer in October 2021, a position he held until his appointment as Chief Financial & Strategy Officer.

  34. 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, 2025.

  35. 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(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(4) | | Stephen Silvestro | 03/01/2022 | 11,726 | — | 43.24 | 03/01/2027 | — | — | | | 10/03/2022 | 39,055 | — | 15.04 | 10/02/2027 | — | — | | | 12/19/2023 | 13,092 | 6,547 | 12.73 | 12/18/2028 | — | — | | | 12/19/2023 | — | — | — | — | 6,547(2) | 80,266 | | | 12/23/2024 | — | — | — | — | 27,606(2) | 338,450 | | | 12/23/2024 | 25,913 | 51,828 | 4.83 | 12/22/2029 | — | — | | | 05/15/2025 | — | 80,884 | 10.65 | 05/15/2029 | — | — | | | 05/15/2025 | — | — | — | — | 46,948(2) | 575,582 | | | 08/21/2025 | — | 35,156 | 16.14 | 08/21/2029 | — | — | | | 08/21/2025 | — | — | — | — | 15,625(2) | 191,563 | | Edward Stelmakh | 10/11/2021 | 25,191 | — | 81.09 | 10/11/2026 | — | — | | | 10/03/2022 | 97,637 | — | 15.04 | 10/02/2027 | — | — | | | 12/19/2023 | 10,474 | 5,237 | 12.73 | 12/18/2028 | — | — | | | 12/19/2023 | — | — | — | — | 5,237(2) | 64,206 | | | 12/23/2024 | — | — | — | — | 27,606(2) | 338,450 | | | 12/23/2024 | 25,914 | 51,828 | 4.83 | 12/22/2029 | — | — | | | 08/21/2025 | — | 35,156 | 16.14 | 08/21/2029 | — | — | | | 08/21/2025 | — | — | — | — | 15,625(2) | 191,563 | | Theresa Greco | 11/01/2023 | 23,838 | 11,920 | 8.10 | 11/01/2027 | — | — | | | 11/01/2023 | — | — | — | — | 6,173(2) | 75,681 | | | 12/23/2024 | 9,717 | 19,436 | 4.83 | 12/22/2029 | — | — | | | 12/23/2024 | — | — | — | — | 10,352(2) | 126,916 | | | 05/15/2025 | — | 12,133 | 10.65 | 05/15/2029 | — | — | | | 05/15/2025 | — | — | — | — | 7,042(2) | 86,335 | | | 05/15/2025 | — | — | — | — | 2,441(3) | 29,927 | | | 08/21/2025 | — | 35,156 | 16.14 | 08/21/2029 | — | — | | | 08/21/2025 | — | — | — | — | 15,625(2) | 191,563 |

  36. Outstanding Equity Awards at Fiscal Year-End

    ____________ (1) All stock options in this column vest in three equal annual installments beginning on the first anniversary of the date of grant. (2) Restricted stock units that vest in three equal annual installments beginning on the first anniversary of the date of grant. (3) Restricted stock units that vest in full 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, 2025, $12.26, by the number of shares.

  37. Pay versus Performance

    Pay versus Performance The following table shows (i) the total compensation for our principal executive officers (PEOs), 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 2025, 2024 and 2023 (“SCT”); (ii) the “compensation actually paid“ to our PEOs and, on an average basis, our other named executive officers (in each case, as determined under applicable SEC rules); (iii) our total shareholder return (“TSR”); 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.

  38. Pay versus Performance

    | Fiscal Year | SCT Total for PEO William Febbo(1) | Compensation Actually Paid to PEO William Febbo(1)(3) | SCT Total for PEO Stephen Silvestro(1) | Compensation Actually Paid to PEO Stephen Silvestro(1)(3) | Average SCT Total for Other NEOs(2) | Average Compensation Actually Paid to Other NEOs(2)(3) | OPRX TSR(4) | Net Income (Loss) ($)(5) | | 2025 | $0 | $0 | $2,717,717 | $3,846,197 | $1,534,218 | $2,410,807 | $72.98 | $5,132,000 | | 2024 | $2,272,063 | $(305,928) | — | — | $991,218 | $81,079 | $28.93 | $(20,110,000) | | 2023 | $2,789,528 | $2,298,481 | — | — | $950,042 | $322,486 | $85.18 | $(17,566,000) |

  39. Pay versus Performance

    ____________ (1) Our PEO for 2025 was Stephen Silvestro, who served as our interim Chief Executive Officer from January 1, 2025 through March 10, 2025 and as our Chief Executive Officer since March 10, 2025. For 2024 and 2023, our PEO was William Febbo, who served as our Chief Executive Officer during 2024 and 2023. (2) The dollar amounts reported in this column represent the average of the amounts reported for our other NEOs in the “Total” column of the SCT in each applicable year. Our other NEOs in 2025 were Edward Stelmakh and Theresa Greco and, in 2024 and 2023, our other NEOs were Edward Stelmakh and Stephen Silvestro. (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 2025 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.

  40. 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 | | 2025 | PEO | $2,717,717 | $(1,586,494) | $2,714,974 | $3,846,197 | | | Other NEOs Average | $1,534,218 | $(674,496) | $1,551,085 | $2,410,807 |

  41. 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 2025. (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:

  42. Pay versus Performance

    | Fiscal Year | Executives | [Plus] Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (i) | [Plus] Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (ii) | [Plus] Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year (iii) | [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 (iv) | [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 (v) | Total Equity Award Adjustments | | 2025 | PEO | $1,519,992 | $608,031 | $586,951 | $0 | $0 | $2,714,974 | | | Other NEOs | $492,277 | $450,481 | $608,327 | $0 | $0 | $1,551,085 |

  43. 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, 2022. (5) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year.

  44. Non-Employee Director Compensation Limit

    Non-Employee Director Compensation Limit The 2021 Equity Plan provides that the value of all awards awarded under the 2021 Equity Plan and all other cash and non-cash compensation paid by the Company or any affiliate to any non-employee director in any calendar year 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. For purposes of the non-employee director limits, the value of any award will be valued based on the grant date fair value as determined by the Company for financial statement purposes and all other non-cash compensation will be valued at fair market value as reasonably determined by the Compensation Committee.