James Lang
About James Lang
James Lang, age 60, has served as an independent director of OptimizeRx since January 2017. He is the Chief Executive Officer of EVERSANA and an executive advisor to Water Street Healthcare Partners; previously CEO of Decision Resources Group (DRG), President of IHS Cambridge Energy Research Associates, and President/COO at Strategic Decisions Group, bringing 30+ years in healthcare data, analytics, and technology-enabled services . The Board has determined he is independent under Nasdaq standards, and all five director nominees are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EVERSANA | Chief Executive Officer | May 2017–Present | Leads global commercialization provider in life sciences |
| Water Street Healthcare Partners | Executive Advisor | Dec 2016–Present | Strategic PE advisory in healthcare |
| Decision Resources Group (DRG) | Chief Executive Officer (CEO) | 2014–2016 (leadership roles 2012–2016) | Grew global data/analytics platform for pharma/biotech |
| IHS Cambridge Energy Research Associates | President | 2006–2008 | Led international energy research and consulting |
| Strategic Decisions Group (SDG) | President & COO; various roles | 2000–2006 (roles 1989–2006) | Strategy consulting leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BioVie Inc. (public) | Director | Current | Clinical-stage biopharma; Alzheimer’s/Parkinson’s and liver cirrhosis complications |
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating & Governance Committee Member .
- Independence: Board determined all current directors (including Lang) are independent under Nasdaq standards; committees are entirely independent .
- Attendance: In 2024, the Board met 16 times; Compensation 3; Nominating & Governance 3; Audit 12. Each incumbent director attended at least 75% of Board and committee meetings; all directors attended last year’s Annual Meeting .
- Executive sessions: Independent directors meet in executive session at least quarterly .
- Stock ownership guidelines: Non-employee directors must hold stock equal to 3x the annual cash retainer within five years; 50% of net shares must be retained until compliant; all directors comply or have time remaining to comply .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $40,000 | Standard non-employee director retainer |
| Compensation Committee Chair Fee | $10,000 | Chair premium |
| Nominating & Governance Committee Member Fee | $4,000 | Membership fee |
| Total Fees Earned or Paid in Cash | $54,000 | Reported for James Lang |
- Director program elements: Annual cash retainer $40,000; annual equity grant ~$150,000; chair/member fees by committee; aggregate annual cap $750,000 ($1,000,000 in year of first appointment) .
Performance Compensation
| Equity Component (2024) | Granted Value (USD) | Vesting/Units |
|---|---|---|
| Stock Awards (RSUs) | $149,999 | Annual non-employee director RSUs; James Lang unvested RSUs at 12/31/24: 13,286 units |
| Performance Metric | Applies to Director Pay? | Detail |
|---|---|---|
| Financial/performance conditions (TSR, EBITDA, etc.) | No | Director equity grants are RSUs; company grants RSUs to non-employee directors in connection with annual meeting timing; the proxy does not disclose performance conditions for director RSUs . |
Other Directorships & Interlocks
| Counterparty | Relationship | 2024 Amount | 2023 Amount | Governance Treatment |
|---|---|---|---|---|
| EVERSANA (CEO role) | Reseller Agreement with OptimizeRx; EVERSANA may offer OPRX solutions to its life sciences customers | $375,280 revenue recognized | $335,897 revenue recognized | Each opportunity reviewed/approved by Audit Committee; stated to be at market rates and in normal course; no less favorable than unaffiliated party contracts |
Expertise & Qualifications
- Deep healthcare industry experience across data, analytics, and technology-enabled services; strategic planning and M&A leadership .
- Skills matrix indicates high-level financial/accounting expertise, corporate governance, risk management, and technology/cybersecurity among his strengths .
- Board believes such attributes support effective oversight and value creation .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 389,452 shares | 2.1% of outstanding shares |
| RSUs Vesting within 60 Days (as of record date) | 13,286 units | Included in beneficial ownership methodology for near-term vesting |
| Hedging/Pledging | Prohibited | Company policy bans hedging, short sales, margin accounts, and pledging by directors/officers/employees |
| Stock Ownership Guideline | 3x annual cash retainer | Must achieve within five years; directors compliant or within allowed timeframe |
Governance Assessment
- Strengths: Independent director and committee chair; strong attendance and engagement; independent Chair of the Board; robust policies including clawback, stock ownership guidelines, and prohibitions on hedging/pledging; quarterly executive sessions .
- Interlock risk: EVERSANA reseller relationship represents a related-party exposure for a sitting CEO; mitigated by Audit Committee review and assertion of market-rate, arm’s-length terms with modest revenue magnitude in 2024 and 2023; continue monitoring for scope creep or preferential treatment. RED FLAG potential, but currently mitigated by controls .
- Compliance signal: One late Form 4 for Lang (covering two transactions) in 2024 indicates minor Section 16 reporting timeliness issue; monitor for recurrence. RED FLAG (minor) .
- Shareholder sentiment: Say-on-pay support improved to 64.8% in 2024 but remains comparatively low; while focused on executive pay, it signals broader investor scrutiny of compensation governance that the Compensation Committee (chaired by Lang) is addressing via outreach and program evaluation .
Insider Trades (Reporting Timeliness)
| Person | Late Forms | Transactions Covered | Note |
|---|---|---|---|
| James Lang | 1 late Form 4 | 2 transactions | Company review flagged aggregate director/executive late filings in 2024 |
Director Compensation (Mix Overview)
| Year | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| 2024 | $54,000 | $149,999 | $203,999 |
Committee Leadership & Processes (Compensation Committee)
- Chair responsibilities include CEO pay decisions, executive compensation approvals, oversight of incentive/stock plans, ownership guidelines, clawback policy, risk review, say-on-pay submissions, and succession planning; also reviews director pay .
- Use of independent consultant: Pearl Meyer engaged to benchmark peers and advise on pay levels; Compensation Committee assessed and concluded consultant independence and lack of conflicts .
Related Party Transactions (Conflict Controls)
- Policy requires Audit Committee review/approval of transactions >$120,000 with related persons; prohibits director participation in deliberations where they have an interest; emphasizes ordinary course, market terms, and arms-length standards .
- EVERSANA reseller transactions tied to Lang’s external role were reviewed under this policy and approved by Audit Committee .
Attendance & Engagement (2024)
| Body | Meetings Held | Attendance Standard |
|---|---|---|
| Board of Directors | 16 | Each incumbent director ≥75% of aggregate Board+committee meetings; all directors attended last annual meeting |
| Compensation Committee | 3 | |
| Nominating & Governance Committee | 3 | |
| Audit Committee | 12 |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval was 64.8%; Board and Compensation Committee committed to ongoing investor engagement and program alignment to improve support .
Risk Indicators & Red Flags
- Related party exposure via EVERSANA reseller arrangement (mitigated by Audit Committee oversight and stated market terms) .
- Late Section 16 filing (one Form 4; two transactions) — monitor for repeat issues .
- Hedging/pledging prohibited — positive alignment; enforcement via policy .
- Ownership guidelines — positive alignment; directors compliant or within allowed timeframe .
Expertise & Qualifications
- Healthcare data and digital commercialization expertise; governance, risk management, finance/accounting, and technology/cybersecurity qualifications per Board skills matrix and biography .
Equity Ownership Alignment
- Meaningful ownership (389,452 shares; 2.1%) plus RSUs vesting within 60 days (13,286) support alignment; hedging/pledging ban further strengthens alignment .
Overall Implications for Board Effectiveness
- As Compensation Chair and experienced operator, Lang is positioned to influence pay-for-performance rigor; investor feedback suggests continued tightening of compensation linkage and transparency is warranted .
- The EVERSANA relationship requires ongoing, transparent Audit Committee oversight to avoid perceived conflicts; current revenue scale is modest and controls are articulated, but vigilance is key .