Brendan Merrell
About Brendan Merrell
Brendan Merrell, age 40, is Chief Operating Officer (COO) of OptimizeRx, appointed effective August 18, 2025. He joined OptimizeRx in February 2020 and advanced through commercial operations roles, most recently SVP, Client Strategy & Program Management; prior to OptimizeRx, he spent 2011–2020 at Decision Resources Group (DRG), ending as Head of Commercial Excellence . Company performance context: FY2024 revenue was $92.1M and Adjusted EBITDA for bonus calculations was $11.8M, with GAAP net loss of $20.1M; the SEC pay-versus-performance TSR indicator shows the value of a $100 investment at $7.82 at year-end 2024 . OptimizeRx emphasizes a Rule-of-40 strategy and operational excellence under CEO Steve Silvestro; Merrell’s remit is operating leverage and cross-functional execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OptimizeRx | SVP, Client Strategy & Program Management; prior SVP Patient Engagement | 2020–2025 | Led client strategy/program management; progressed through commercial operations roles |
| Decision Resources Group (DRG) | Head of Commercial Excellence; various roles | 2011–2020 | Built commercial excellence capabilities across healthcare data/analytics businesses |
External Roles
No public company directorships or external board roles disclosed for Merrell .
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $325,000 annually, effective Aug 18, 2025 | At-will employment; reviewed annually by Compensation Committee |
| Target Annual Bonus | 40% of base salary under the 2022 Cash Bonus Plan | 2025 bonus pro-rated: 25% target on $265,225 through Aug 17, 2025; 40% target on $325,000 thereafter |
| Benefits | Eligible for 401(k), medical/dental/vision, life/AD&D, disability; 401(k) company match up to 4% | Company may change/discontinue benefits |
Performance Compensation
| Metric | Weighting | Target/Payout Mechanics | Company Actuals (FY2024) | Notes |
|---|---|---|---|---|
| Revenue | 50% | Threshold→Target→Max with linear interpolation; payout at threshold 50% of target; cap 200% | $92,127,044 | Plan administered by Compensation Committee; uses Company guidance with adjustments |
| Adjusted EBITDA | 50% | Same mechanics as revenue | $11,760,615 (for bonus calculations) | Adjustments may exclude severance, impairments, acquisition costs, etc. |
| Company FY2024 Bonus Factor | — | — | 58.9% payout factor for NEOs (illustrative of plan mechanics) | Merrell’s 2025 individual payout not disclosed |
Equity awards: Merrell is eligible for RSUs and stock options under the 2021 Equity Incentive Plan; grants are at Compensation Committee’s discretion at fair market value on grant date; vesting governed by award agreements. Company practice in 2024 used three annual installments beginning on the first anniversary for options/RSUs; Merrell’s specific vesting terms are per his award documents and not disclosed .
Equity Ownership & Alignment
| Holding Type | Quantity / Terms | Economic Detail |
|---|---|---|
| Common Stock (Direct) | 17,274 shares | Initial Form 3 filing, 11/10/2025 |
| Stock Options | 9,764 sh @ $15.04 exp 10/03/2027 | Direct ownership (Form 3) |
| Stock Options | 2,946 sh @ $12.73 exp 12/19/2028 | Direct ownership (Form 3) |
| Stock Options | 13,723 sh @ $4.94 exp 12/11/2029 | Direct ownership (Form 3) |
| Ownership Guidelines | Execs must hold shares ≥2× base salary; retain 50% of net shares until compliant | Applies to Merrell; compliance status not disclosed |
| Hedging/Pledging | Short sales, hedging, margin accounts, and pledging prohibited | Reduces alignment risk from collateralized shares |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Employment Start (tenure recognition) | February 11, 2020 | Offer letter |
| Current Role Start | COO effective August 18, 2025 | 8-K Item 5.02 |
| Employment Nature | At-will; either party may terminate anytime | Offer letter |
| Severance (without cause) | 6 months base salary + up to 6 months COBRA for employee/spouse/dependents (subject to release) | Offer letter |
| Executive Severance Plan | Eligible participant; terms governed by plan; change-in-control specifics not disclosed in Merrell’s letter | 8-K Exhibit reference |
| Restrictive Covenants | Business Protection Agreement (confidentiality, invention assignment, non-compete) from Jan 15, 2020 remains in force | Offer letter |
| Clawback Policy | Mandatory recovery of erroneously awarded incentive compensation over prior 3 fiscal years for all executive officers | Company policy |
| Insider Trading Policy | Pre-clearance, blackout periods, 10b5-1 encouraged | Company policy |
Performance & Track Record
- Operational focus: Merrell’s elevation to COO was framed to drive operating leverage and execution across business leaders and teams, aligning with CEO’s profitable growth priorities and Rule-of-40 objectives .
- Company metrics: FY2024 revenue $92.1M; Adjusted EBITDA (bonus calculations) $11.8M; GAAP net loss $(20.1)M; SEC “compensation actually paid” context shows severe TSR drawdown to $7.82 per $100 initial fixed investment at YE2024 .
Investment Implications
- Alignment: Merrell holds common shares and multiple option tranches with varied strikes/expirations, creating direct alignment with equity value creation; company prohibits hedging/pledging, which mitigates misalignment risk .
- Incentive design: Cash bonus plan ties payouts to revenue and Adjusted EBITDA with a disciplined curve and caps; his target bonus is 40% of salary, reinforcing focus on growth and profitability .
- Retention risk: Severance for termination without cause is relatively modest (six months salary and COBRA), indicating limited economic entrenchment; restrictive covenants and eligibility under the executive severance plan support transition protections without outsized change-in-control guarantees disclosed for Merrell .
- Execution focus: With COO mandate centered on operating leverage and a company-wide push toward Rule of 40, monitoring insider filings for incremental equity grants, vesting schedules, and any 10b5-1 adoption will be useful for assessing near-term selling pressure and incentive alignment over the next 12–24 months .