Edward Stelmakh
About Edward Stelmakh
Edward Stelmakh is Chief Financial Officer and Chief Strategic Officer of OptimizeRx (OPRX) as of Q3 2025, having joined the company on October 11, 2021; he previously served as CFO & COO in 2025 and earlier periods . He is 59 years old and has extensive healthcare finance and operations experience including senior roles at Otsuka America Pharmaceuticals and Covance (LabCorp) . Performance context for pay-for-performance: OPRX’s 2024 revenue grew 29% to $92.1M and Adjusted EBITDA (as reported) was $11.73M, though net income was a loss of $20.11M; the company is executing toward a Rule-of-40 plan to balance growth and profitability and shift DAAP data to subscription for recurring revenue . Pay-versus-performance disclosures show a 2024 TSR value of $7.82 per initial $100 investment and low, but improving, say-on-pay support (64.8%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Otsuka America Pharmaceuticals | SVP, CFO & COO | Apr 2020–Oct 2021 | Led finance and operations at U.S. division of global healthcare enterprise |
| Otsuka America Pharmaceuticals | SVP, CFO | Dec 2017–Mar 2020 | Senior finance leadership over U.S. operations |
| Otsuka America Pharmaceuticals | VP, CFO | Dec 2015–Nov 2017 | Finance leadership roles preceding SVP promotions |
| Covance (LabCorp) | VP Finance, Clinical Dev & Commercialization | Mar 2010–Dec 2015 | Finance leadership across clinical and commercialization services |
| Johnson & Johnson; Sanofi-Aventis; Organon/Schering-Plough; Mylan | Various finance roles | Prior to 2010 | Progressive responsibilities at major pharma companies |
External Roles
No public company directorships or external board roles disclosed for Mr. Stelmakh .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Notes |
|---|---|---|---|
| 2024 | 425,000 | 55% (increased from 50% in Feb 2024) | Offer letter provides at-will employment; annual review by Comp Committee |
| 2023 | 425,000 | 50% |
Other benefits:
- 401(k) participation and company match (plan-wide policy; Edward contributed $12,200 in 2024; technology reimbursement $3,600; total “All Other Compensation” $15,800) .
- Insider Trading Policy with mandatory pre-clearance; encouraged Rule 10b5-1 plans .
- Prohibition on short sales, hedging, margin accounts, and pledging of company stock .
- Stock ownership guidelines: 2x base salary for executive officers, 5-year compliance window; retain 50% of net shares until guideline met; all NEOs compliant or within allowed time window as of proxy date .
Performance Compensation
Annual Incentive (Cash)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue | 50% | Not disclosed | $92,127,044 | 58.9% of target (component within total payout) | Paid Q1 2025 |
| Adjusted EBITDA (for bonus calc) | 50% | Not disclosed | $11,760,615 | 58.9% of target (component within total payout) | Paid Q1 2025 |
| Total Bonus (2024) | — | 55% of salary | — | $137,679 (58.9% of target) | Cash in Q1 2025 |
Design notes:
- Threshold payout 50% of target; cap 200% per metric; the Committee may exclude severance, impairment, acquisition expenses, etc., in Adjusted EBITDA .
- No discretionary cash bonus paid for 2024 to NEOs .
Equity Awards
| Grant Type | Grant Date | Shares/Options | Exercise Price | Grant Date Fair Value | Vesting | Expiration |
|---|---|---|---|---|---|---|
| RSU | 12/23/2024 | 41,408 | — | Included in 2024 stock awards total $230,826 | 3 equal annual installments from 1st anniversary | — |
| Stock Options | 12/23/2024 | 77,742 | $4.83/sh | $199,999 | 3 equal annual installments from 1st anniversary | 12/22/2029 |
| RSU (bonus in equity for 2023) | 2/15/2024 | 7,083 | — | Included in 2024 stock awards total $230,826 | 3 equal annual installments from 1st anniversary | — |
| RSU | 12/19/2023 | 10,474 unvested at 12/31/24 | — | — | 3 equal annual installments from 1st anniversary | — |
| RSU | 10/03/2022 | 16,623 unvested at 12/31/24 | — | — | 3 equal annual installments from 1st anniversary | — |
| Sign-on Equity | 10/11/2021 | $3.0M grant value | — | — | As per award agreements (not detailed in proxy) | — |
Notes:
- Company periodically grants performance-based RSUs and options; small expense recorded in 2025 company-wide, but no exec-specific performance equity disclosures for Mr. Stelmakh beyond above .
- Equity grant timing and policy described; grants not backdated; annual grants typically in Q4 after mid-year reviews .
Equity Ownership & Alignment
| Measure | Value | Notes |
|---|---|---|
| Total Beneficial Ownership | 142,167 shares; less than 1% of outstanding | Includes shares and exercisable options within 60 days |
| Options Exercisable within 60 Days | 95,519 shares | Part of beneficial ownership calculation |
| Options Outstanding (Exercisable/Unexercisable) | 25,191 (exercisable) @ $81.09; 65,091/32,546 @ $15.04; 5,237/10,474 @ $12.73; 77,742 (unexercisable) @ $4.83 | Mixed maturities and strikes; most are out-of-the-money at 12/31/24 |
| RSUs Unvested (12/31/24) | 16,623; 10,474; 7,083; 41,408 (total 75,588); MV cited per grant lines | RSUs vest in 3 equal annual installments starting on first anniversary |
| Year-End Stock Price Reference | $4.86 at 12/31/2024 | $4.86 used to compute market value cells in proxy |
| Ownership Guidelines | 2x base salary; retain 50% of net shares until met; all NEOs compliant or within window | Alignment mechanism |
Policies enhancing alignment and risk control:
- Clawback policy covering erroneously awarded incentive comp for prior 3 fiscal years upon restatement; recovery methods include canceling or recouping awards .
- Prohibition on hedging, short sales, margin accounts, pledging of company securities .
Employment Terms
- Offer Letter: At-will; base salary $425,000; eligible for executive bonus plan (55% target in 2024, previously 50%); one-time $3.0M equity grant on hire; annual equity eligibility; standard confidentiality, invention assignment, and non-compete provisions .
- Severance Plan (Amended 2024, participant): If terminated without Cause or resigns for Good Reason → 1.0x base salary paid over 12 months + lump sum target bonus + COBRA premiums up to 12 months (subject to release) . Change-in-control protection: If terminated without Cause or resigns for Good Reason within 3 months before or 24 months after CIC → additional lump sum of 2.0x current base salary (double-trigger) . 280G handling: best-net vs cutdown to avoid excise tax, whichever yields greater after-tax amount .
- Insider Trading/Pre-clearance: Required pre-clearance; blackout periods; encouraged Rule 10b5-1 plans .
- Reporting Controls: One late Form 4 reported for Mr. Stelmakh among 2024 Section 16(a) items; company disclosed material weakness in ICFR (addressed with additional procedures for audited financials) .
Performance & Track Record
- Strategy: Company targeting Rule-of-40 within several years, increasing recurring revenue via DAAP subscription, aiming for operating leverage and more predictable revenue .
- 2024 results: Revenue $92.1M (+29% y/y); gross margin 64.5%; net loss $(20.1)M; Adjusted EBITDA (as reported) $11.73M .
- Customer metrics: Top 5 customers averaged ~$9.0M revenue; 64% revenue from top-20 pharma; 100% of top-20 pharma are customers; net revenue retention 121% .
- CFO execution signals (Q2 2025 call): Broad-based ramp in contracted revenues; pipeline visibility to ~10% DAAP subscriptions for the year (from 5% earlier); strong adoption across top-20 and mid-tier pharma .
Compensation Committee Analysis (Context)
- Program emphasizes base + annual incentives tied 50% revenue and 50% Adjusted EBITDA; equity mix includes RSUs and stock options with 3-year time-based vesting; peer group updated in 2024 to reflect lower market cap (median ~$225M) .
- Say-on-pay support 64.8% in 2024; continuing engagement to improve alignment .
Multi-Year Compensation (Edward Stelmakh)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 425,000 | — | 230,826 | 199,999 | 137,679 | 15,800 | 1,009,304 |
| 2023 | 425,000 | 26,563 | 200,000 | 102,988 | 159,375 | 15,800 | 929,726 |
Risk Indicators & Red Flags
- Material weakness in internal control over financial reporting disclosed; management performed additional procedures to ensure GAAP statements; continued remediation needed .
- Late Section 16 filings included one for Mr. Stelmakh (and several for other insiders); indicates administrative control improvement opportunity .
- Most outstanding options are significantly out-of-the-money at 12/31/24 except December 2024 grant near-the-money ($4.83 strike vs $4.86 year-end price), limiting near-term exercise-driven selling pressure .
- Strict no-hedging/pledging policy reduces misalignment risk; clawback policy in place .
Investment Implications
- Pay-for-performance alignment: Annual bonus tied equally to revenue and Adjusted EBITDA (58.9% payout for 2024) aligns CFO incentives with top-line growth and margin expansion; equity mix (options + RSUs) provides leverage to long-term value creation with retentive 3-year vesting .
- Insider selling pressure: Unvested RSUs total 75,588 units and options vest over 3 years; with most legacy options out-of-the-money at 2024 year-end, near-term exercise-driven supply risk appears contained; December 2024 awards begin vesting starting on first anniversary .
- Ownership alignment: Beneficial ownership is <1% with 2x salary ownership guideline and retention rule; prohibition on hedging/pledging and clawback reduces misalignment and governance risk .
- Contract & CIC economics: Moderately shareholder-friendly severance (1x salary + target bonus + COBRA) with double-trigger CIC (additional 2x salary) supports retention but limits windfalls; 280G “best-net or cutdown” avoids gross-ups .
- Execution risk and signals: Company is pivoting to recurring DAAP subscriptions and Rule-of-40 targets; CFO commentary indicates broad-based contracted revenue momentum; watch remediation of ICFR material weakness and continued improvement in say-on-pay .