Andy D’Silva
About Andy D’Silva
Andy D’Silva is Chief Business Officer (promoted from SVP, Corporate Finance) at OptimizeRx, responsible for strategic planning while continuing to lead FP&A and investor relations . He joined OptimizeRx in September 2021 after more than a decade in equity research (senior healthcare research analyst at B. Riley; previously managing director on Merriman Capital’s equity research team) and holds a B.A. in Economics from UC San Diego . Company performance during his tenure: TSR fell from 53.92 (value of $100 initial investment) in 2022 to 45.92 in 2023 and 7.82 in 2024; net losses were $(11.44)M in 2022, $(17.57)M in 2023, and $(20.11)M in 2024; FY2023 revenue was $71.5M and FY2024 revenue was $92.13M with Adjusted EBITDA of $11.76M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| B. Riley Securities | Senior Healthcare Research Analyst | — | Covered healthcare technology; capital markets expertise supporting strategic growth initiatives |
| Merriman Capital | Managing Director, Equity Research Team | — | Equity research and industry analysis, informing strategy and investor communications |
External Roles
- None disclosed in company filings for public boards or committee roles specific to Andy D’Silva .
Fixed Compensation
- Base salary and target bonus for Andy D’Silva are not disclosed in the 2025 proxy or other filings reviewed. He is a participant in the Executive Severance Plan (details below) .
Performance Compensation
Company annual incentive design (applies to executive officers, including plan participation by D’Silva; individual target percentages for D’Silva not disclosed):
- Metrics and weights: Revenue (50%) and Adjusted EBITDA (50%) with threshold/target/max levels; targets set above guidance; payouts interpolate linearly .
- 2024 outcomes (company-level): Revenue $92,127,044 and Adjusted EBITDA (for bonus calc) $11,760,615; Compensation Committee certified a 58.9% payout factor used for named executive officers .
| Metric | Weighting | 2024 Target (undisclosed) | 2024 Actual | Payout Factor |
|---|---|---|---|---|
| Revenue ($USD) | 50% | — | $92,127,044 | 58.9% (company bonus factor) |
| Adjusted EBITDA ($USD) | 50% | — | $11,760,615 | 58.9% (company bonus factor) |
Notes:
- Company uses defined EBITDA/Adjusted EBITDA and may exclude specified items (e.g., severance, impairment, acquisition expenses) at discretion .
- No discretionary cash bonus paid to named executives for 2024; individual outcomes for D’Silva not disclosed .
Equity Ownership & Alignment
- Beneficial ownership (as of Oct 6, 2025 filing): 5,892 shares directly held; 24,890 unvested RSUs with defined future vesting; stock option grant of 13,723 shares (Dec 11, 2024 grant) vesting 1/3 annually beginning Dec 11, 2025 .
| Holding Type | Quantity | Status | Vesting/Expiration |
|---|---|---|---|
| Common Stock | 5,892 | Vested/owned | — |
| RSUs (9/1/2021 grant) | 8,000 (two installments) | Unvested | 4,000 on 9/1/2025; 4,000 on 9/1/2026 |
| RSUs (10/3/2022 grant) | 2,217 | Unvested | Vests 10/3/2025 |
| RSUs (12/19/2023 grant) | 3,928 (two installments) | Unvested | 1,964 on 12/19/2025; 1,964 on 12/19/2026 |
| RSUs (10/1/2024 grant) | 3,472 | Unvested | 1/3 annually starting 10/1/2025 |
| RSUs (12/11/2024 grant) | 7,273 | Unvested | 1/3 annually starting 12/11/2025 |
| Stock Options (12/11/2024) | 13,723 @ $4.95 | Unexercisable | Vests 1/3 annually from 12/11/2025; expires 12/11/2029 |
Alignment policies and constraints:
- Stock ownership guidelines: executives must hold stock equal to 2x base salary; must reach compliance within five years of later of hire/promotion or June 22, 2021; pre-compliance retention requirement of 50% of net shares from any vest/exercise .
- Hedging, short sales, margin accounts, pledging prohibited; public options transactions on company securities prohibited for insiders .
- Insider trading policy requires pre-clearance; blackout periods generally apply; Rule 10b5-1 plans encouraged .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (without Cause / Good Reason) | 0.5x base salary, paid over 6 months; lump-sum target bonus (per plan definition); subsidized COBRA up to 6 months (earlier if eligible under new employer’s plan) |
| Change-in-Control Covered Termination | Additional lump sum payment equal to 1.0x base salary (on top of severance benefits under plan) |
| Clawback | Mandatory recovery of erroneously awarded incentive compensation for current/past executive officers covering 3 full fiscal years preceding a required accounting restatement; no misconduct/fault required |
| Non-Compete / Business Protection Agreement | Executives subject to Company’s Business Protection Agreement (confidentiality, invention assignment, non-compete); specific duration for D’Silva not disclosed; similar agreements required of other executives (e.g., CFO) |
| Stock Ownership Guidelines | 2x base salary; five-year compliance window; retention policy as noted above |
| Trading & Pledging | Hedging/pledging/margin accounts prohibited; preclearance and blackout periods apply |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Shareholder Return (value of $100 initial investment) | 53.92 | 45.92 | 7.82 |
| Net Income (Loss) ($USD) | $(11,438,440) | $(17,565,866) | $(20,110,000) |
| Revenue ($USD) | — | $71,500,000 | $92,127,044 |
| Adjusted EBITDA ($USD) | — | $3,600,000 | $11,760,615 |
Additional operating highlights:
- Q4 2024 revenue $32.3M (+14% YoY) and Adjusted EBITDA $8.8M; KPIs showed improved NRR and revenue per FTE .
- 2024 guidance updated during the year to revenue $88–$92M and Adjusted EBITDA $8–$10M; company reported 2024 revenue and Adjusted EBITDA within/above those ranges .
Compensation Structure Analysis
- Pay-for-performance linkage: Cash bonus plan is fully tied to revenue and Adjusted EBITDA (50/50), aligning incentives to growth and profitability; payout was below target in 2024 (58.9%), consistent with constrained TSR and net losses .
- Equity mix: Use of RSUs plus options for executives promotes retention and long-term alignment; options only pay with stock appreciation, while RSUs maintain value in downturns—reducing short-term risk taking .
- Governance adjustments: Company removed 280G gross-ups for certain executives and tightened severance/change-in-control frameworks (e.g., CEO revisions in 2024), signaling improved shareholder alignment .
Risk Indicators & Red Flags
- Say-on-Pay approval was 64.8% in 2024—low support, indicating investor concern on compensation vs performance; the Compensation Committee is evaluating program changes and engaging investors .
- Activism context: Whetstone Capital submitted (and later withdrew) nominations in 2025 after engagement and Company’s board refresh plans; highlights shareholder scrutiny .
- Prohibitions mitigate alignment risks: Hedging/pledging banned; strict preclearance and blackout policy reduces insider-trading risk .
- Clawback breadth: No-fault recovery for restatements strengthens accountability .
Compensation Peer Group (Benchmarking Context)
- 2024 peer group updated to reflect lower market cap (median valuation ~$225M vs. prior ~$606M), including Health Catalyst, HealthStream, Kaltura, Amwell, Phreesia, etc.; Pearl Meyer advised on pay levels .
Equity Ownership & Upcoming Vesting (Insider Selling Pressure Signals)
- Upcoming RSU tranches in late 2025/2026 (9/1, 10/3, 12/19, 12/11) and option vest dates starting 12/11/2025 could create periodic selling pressure if 10b5-1 plans are used; hedging/pledging bans reduce forced selling risk .
Investment Implications
- Incentive alignment is reasonably tight to revenue and Adjusted EBITDA; 2024 sub-target payout and low TSR suggest compensation has partially reflected underperformance, limiting windfall risk .
- Retention appears supported by multi-year RSU/option vesting beginning in late 2025, and severance protections (0.5x salary; CIC 1.0x) balance retention with shareholder constraints (clawback; no hedging/pledging) .
- Governance watch items: historically low say-on-pay support and activism highlight ongoing pressure to improve performance and pay design; board is refreshing and engaging, which may catalyze further changes .
- Near-term trading signals: multiple scheduled vesting dates beginning 9/1/2025 through 12/11/2026 could coincide with planned 10b5-1 sales; monitor filings for plan adoptions and Form 4 activity around those dates .