OPTIMIZERX CORP (OPRX)
Sector: Health Care
2026 Annual Meeting Analysis
OPTIMIZERX CORP · Meeting: June 9, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Director since 2015 with long tenure; the 3-year TSR gap versus the company-disclosed peer group is -15.4 percentage points, which does not cross the 20-percentage-point trigger required for a negative vote, and she brings relevant healthcare marketing and CEO experience.
Joined in January 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; she brings deep healthcare investment banking and governance expertise.
Director since 2017; the 3-year peer-group TSR gap of -15.4 percentage points does not cross the 20-percentage-point trigger, and he brings over 30 years of healthcare data and technology leadership experience.
Director since 2018; the peer-group TSR gap does not trigger a negative vote, he is the designated audit committee financial expert with over 35 years of healthcare finance experience, and attendance was satisfactory.
Joined in April 2026, well within the 24-month new-director exemption, so no TSR trigger applies; she brings relevant healthcare technology and operational expertise from senior roles at Microsoft and other major healthcare firms.
Director since July 2020; the peer-group TSR gap of -15.4 percentage points does not reach the 20-percentage-point trigger, though shareholders should note a prior SEC settlement from his time at Walgreens involving misleading forward-looking disclosures for which he paid a $160,000 penalty.
Joined the board in June 2025, which is within the 24-month new-director exemption, so the TSR trigger does not apply; as the newly appointed CEO he brings direct operational knowledge of the company.
The peer-group 3-year TSR gap of -15.4 percentage points falls below the 20-percentage-point trigger required under the policy for a negative absolute TSR environment, so no directors are flagged solely on performance grounds; two directors (Klema, Varghese Presti) and the CEO-director (Silvestro) are additionally protected by the 24-month new-director exemption. All directors are voted FOR.
Say on Pay
✗ AGAINSTCEO
Stephen Silvestro
Total Comp
$2,717,717
Prior Support
58.53%%
Last year only 58.53% of shareholders supported the pay program — well below the 70% threshold that requires visible structural changes — and while the company acknowledged the low vote and promised to phase in performance-based equity awards in the future, no performance-based awards were actually granted in 2025; all equity granted to executives consisted of time-based stock options and time-based restricted stock units that vest purely with the passage of time regardless of company performance. The policy requires a NO vote when incentive grants have no meaningful performance conditions, because time-based-only equity is effectively a salary supplement rather than true pay-for-performance, and this concern is compounded by the fact that the stock has fallen 58.5% over three years while executives received bonuses at 191% of target. The company's commitment to introduce performance-based awards in the future is a welcome direction, but a voluntary promise without any 2025 implementation does not satisfy the policy's requirement for demonstrated change following a failed Say on Pay vote.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose the auditor fee breakdown in the extracted text provided, so the non-audit fee ratio trigger cannot be confirmed; under policy, when tenure is not determinable and fee data is unavailable the default is FOR. Grant Thornton is a large national firm appropriate for a company of OptimizeRx's size, and no material restatements are disclosed.
Overall Assessment
The most significant vote at this meeting is Say on Pay, which receives an AGAINST recommendation because last year's low 58.53% shareholder support was not met with actual structural change in 2025 — all executive equity remained time-based with no performance conditions, and the stock has lost 58.5% of its value over three years. All seven director nominees receive FOR recommendations because the company's 3-year total shareholder return, while deeply negative, underperforms the disclosed peer group median by only 15.4 percentage points — below the 20-percentage-point trigger — and three of the seven directors are additionally protected by the 24-month new-director exemption.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing