Catherine Klema
About Catherine Klema
Independent director of OptimizeRx (OPRX) since 2024; age 66. She is President of Nettleton Advisors LLC (founded 2001) and brings 40 years of healthcare investment, data/analytics, and technology-enabled services experience. Prior roles include Managing Director, Healthcare Investment Banking at SG Cowen Securities and Furman Selz. She chairs the Board of Managers and the Compensation Committee of Quorum Health, and serves in audit/oversight roles at Albert Einstein College of Medicine and Montefiore Health System. Prior public company boards include Allergan plc (2004–2019) and Pharmaceutical Product Development, Inc. (2000–2011) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nettleton Advisors LLC | President | 2001–present | Healthcare strategic advisory leadership |
| SG Cowen Securities | Managing Director, Healthcare Investment Banking | Not disclosed | Investment banking leadership in healthcare |
| Furman Selz LLC | Managing Director, Healthcare Investment Banking | Not disclosed | Investment banking leadership in healthcare |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quorum Health (owner/operator of 12 hospitals) | Chair, Board of Managers; Chair, Compensation Committee | Since 2020 | Board leadership; compensation oversight |
| Albert Einstein College of Medicine | Trustee; Chair, Audit Committee | Since 2020 | Audit oversight |
| Montefiore Health System | Trustee; Vice Chair; Chair, Audit Committee; Co‑Chair, Medical Committee | Since 2012 | Governance, audit, and clinical oversight |
| Allergan plc (public) | Director | 2004–2019 | Board service at global pharma |
| Pharmaceutical Product Development, Inc. (public) | Director | 2000–2011 | Board service at global CRO |
Board Governance
- Independence and Board structure
- The Board determined all five nominees, including Klema, are independent under Nasdaq standards; Board has an independent Chair (Lynn O’Connor Vos) .
- Independent directors meet in executive session at least quarterly .
- Board size fixed at five; declassified with annual elections .
- Committee assignments (current)
- Audit Committee: Member (Chair: Patrick Spangler) .
- Nominating & Governance Committee: Chair (members include Vos, Lang) .
- Attendance and engagement
- 2024 meetings: Board 16; Audit 12; Nominating & Governance 3; Compensation 3 .
- Each incumbent director attended at least 75% of aggregate Board and committee meetings; all directors attended the prior Annual Meeting .
- Policies and safeguards
- Stock ownership guidelines: Non‑employee directors must hold 3x annual cash retainer; 5‑year compliance window; 50% net‑shares retention until compliant .
- Prohibitions on short sales, hedging, margin accounts, and pledging of Company securities .
- Overboarding limits and change‑in‑occupation resignation policy; all directors in compliance .
- Audit Committee reviews related‑party transactions; Compensation Committee oversees clawback policy application (executive incentive compensation) .
Fixed Compensation (Director, 2024)
| Component | Amount | Notes |
|---|---|---|
| Cash fees | $56,500 | Fees earned/paid in cash during 2024 |
| Equity (RSUs) | $149,999 | Grant date fair value per ASC 718; annual non‑employee director equity program |
| Total | $206,499 | Sum of cash and stock award values |
Director compensation program elements (unchanged for 2024): $40,000 annual cash retainer; ~$150,000 annual equity grant; additional annual cash retainers—Board Chair $40,000; Audit Chair $20,000; Audit Member $10,000; Compensation Chair $10,000; Compensation Member $5,000; Nominating & Governance Chair $8,000; Nominating & Governance Member $4,000; annual aggregate cap $750,000 per director .
Performance Compensation
- Non‑employee directors do not have performance‑based cash bonuses; annual equity is time‑based RSUs for board alignment (no disclosed performance metrics for director equity) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock |
|---|---|---|---|
| Quorum Health | Private healthcare provider | Chair, Board of Managers; Comp Chair | None disclosed with OPRX; Board independence review found no disqualifying relationships |
| Albert Einstein College of Medicine | Non‑profit academic | Trustee; Audit Chair | None disclosed |
| Montefiore Health System | Non‑profit health system | Trustee; Vice Chair; Audit Chair; Co‑Chair Medical Committee | None disclosed |
| Allergan plc | Former public | Director (2004–2019) | Historical only |
| Pharmaceutical Product Development, Inc. | Former public | Director (2000–2011) | Historical only |
- Related‑party transactions at OPRX disclosed for 2024 involved EVERSANA (James Lang’s employer) reseller revenues; none involve Klema .
Expertise & Qualifications
- Skills matrix indicates she brings corporate governance, healthcare industry, M&A, risk management, and high‑level financial/accounting expertise to the Board .
- Biography highlights 40 years in healthcare investment, data, analytics, and technology‑enabled business services .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 11,752 shares; less than 1% of outstanding |
| RSUs vesting within 60 days (from record date) | 6,643 RSUs included in beneficial ownership per SEC rules |
| Unvested RSUs at 12/31/2024 | 11,752 RSUs |
| Ownership guidelines | Non‑employee directors: 3x annual cash retainer; 5‑year window; 50% net share retention until compliant |
| Compliance status | All directors comply or have additional time to comply |
| Hedging/pledging | Prohibited (short sales, hedging, margin, pledging) |
Additional Compliance/Signals
- Section 16(a) reporting: one late Form 4 covering a total of two transactions reported for Ms. Klema in 2024 (company‑wide summary) .
- Board refreshment and shareholder engagement: Board added Klema in Jan 2024; after engagement with Whetstone Capital (8.2% holder), Whetstone withdrew its nomination notice in April 2025; the Board intends to add another independent director in 2H 2025 .
- Say‑on‑Pay context: 2024 vote support was 64.8%; Board acknowledges low level and is pursuing ongoing outreach and compensation program evaluation (company‑level governance climate) .
Governance Assessment
Strengths
- Independent director with deep healthcare capital markets and governance experience; chairs Nominating & Governance and serves on Audit, aligning with board refreshment, ESG oversight, and risk/controls mandates .
- Strong governance framework: independent Chair, all independent board, quarterly executive sessions, anti‑hedging/pledging, stock ownership guidelines with retention requirements .
- Director pay mix balanced toward equity (about 73% equity by grant‑date value in 2024), supporting alignment with shareholders .
Watch items / potential red flags
- Section 16 timeliness: company disclosed one late Form 4 for Ms. Klema among broader late filings; typically immaterial but a process point for monitoring .
- Company‑level say‑on‑pay support was 64.8% in 2024, below typical mid‑70s+ norms; the board (including N&G Chair) has highlighted engagement and review—investors may look for follow‑through and clearer pay‑for‑performance links .
- Activist engagement in 2025 (Whetstone) underscores investor pressure; constructive resolution and planned addition of an independent director are positives, but continued responsiveness will be scrutinized .
Overall implication
- Klema’s committee leadership (Nominating & Governance Chair) and Audit membership, combined with her healthcare finance background, bolster board effectiveness in oversight, refreshment, and governance policy. Current disclosures show no related‑party conflicts involving her, with policies in place to mitigate alignment risks (ownership guidelines; hedging/pledging bans). Monitoring areas include Section 16 compliance hygiene and tangible improvements in pay practices/engagement outcomes following the 2024 say‑on‑pay result .