Lynn O’Connor Vos
About Lynn O’Connor Vos
Lynn O’Connor Vos, age 69, is the independent Chairperson of OptimizeRx’s Board, serving as Chair since January 2024 and as a director since 2015 (independent since 2017). She brings three decades of CEO-level experience in healthcare marketing and nonprofit leadership, including CEO roles at Grey Healthcare Group (1994–2017) and the Muscular Dystrophy Association (2017–2020), and currently serves as President of VosHealth, LLC (since November 2020). She has current public-company board experience and extensive domain expertise in digital healthcare, commercialization, and corporate governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grey Healthcare Group (WPP) | Chief Executive Officer | Oct 1994 – Sep 2017 | Led healthcare advertising/communications; strategic investor representation at OPRX on joining the board in 2015 |
| Muscular Dystrophy Association | President & Chief Executive Officer | Oct 2017 – Nov 2020 | Nonprofit leadership and stakeholder engagement |
| VosHealth, LLC | President | Since Nov 2020 | Advisory to healthcare startups and marketing organizations |
| Modular Medical (public) | Interim Chief Executive Officer | Aug 2021 – Mar 2022 | Development-stage medical device leadership transition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medisafe, Inc. | Chairperson | Current | Medication adherence platform governance leadership |
| Aspira Women’s Health, Inc. (public) | Director | Current | Board service at bio-analytical diagnostics company |
| Modular Medical (public) | Director | Current | Board oversight at insulin pump developer |
| nTelos Wireless (public, prior) | Director | Prior | Telecommunications oversight (PCS provider) |
| The Jed Foundation (nonprofit, prior) | Director | Prior | Student mental health nonprofit governance |
| Multiple Myeloma Research Foundation (nonprofit, prior) | Founding Board Member | Prior | Cancer research foundation governance |
| EWOB; WBL | Member | Current | Professional governance networks for women leaders |
Board Governance
| Item | Detail |
|---|---|
| Board role | Independent Chairperson (separate from CEO during 2024–2025) |
| Independence | Board determined all five director nominees, including Vos, are independent; independent Board chairperson |
| Committees | Audit Committee (member); Compensation Committee (member); Nominating & Governance Committee (member) |
| Committee chairs | Audit: Patrick Spangler (Chair); Compensation: James Lang (Chair); Nominating & Governance: Catherine Klema (Chair) |
| Years of service | Director since 2015; Chairperson since Jan 2024 |
| Attendance | 2024: Board met 16x; Audit 12x; Compensation 3x; Nominating & Governance 3x; each incumbent director attended ≥75% of applicable meetings; all directors attended last year’s annual meeting |
| Executive sessions | Independent directors meet in executive session at least quarterly |
| Overboarding policy | CEOs of public companies ≤2 other public boards; other directors ≤4; all directors in compliance |
| Ownership/Clawbacks | Director ownership guideline 3x annual cash retainer; 5-year compliance window; 50% net-share retention until compliant; clawback policy in place |
| Trading restrictions | Prohibits short sales, hedging, public options, margin accounts, and pledging of Company stock |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 40,000 | Standard non-employee director retainer |
| Board Chair additional retainer | 40,000 | Chair premium |
| Audit Committee member fee | 10,000 | Member-level fee (non-chair) |
| Compensation Committee member fee | 5,000 | Member-level fee (non-chair) |
| Nominating & Governance Committee member fee | 4,000 | Member-level fee (non-chair) |
| Total cash fees (reported) | 99,000 | Sum matches reported cash |
| Annual equity grant (RSUs, grant-date fair value) | 149,999 | Approx. $150k per program; time-based RSUs |
| Total director compensation (reported) | 248,999 | Aggregate 2024 compensation |
| Aggregate annual cap | ≤$750,000 per director; ≤$1,000,000 for new director in first year |
Performance Compensation
| Item | Details |
|---|---|
| Equity award type | Time-based RSUs for non-employee directors; annual grant around annual meeting; initial grants at appointment/election |
| Vesting schedule | 3 equal annual installments beginning on the first anniversary of grant (2024 awards) |
| Unvested RSUs at 12/31/2024 (Vos) | 13,286 units |
| Performance metrics tied to director comp | None disclosed; director equity grants are time-based (no TSR/financial metric linkage for directors) |
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Public-company boards | Aspira Women’s Health, Modular Medical (current); nTelos Wireless (prior) |
| Potential interlocks/conflicts | No related-party transactions disclosed involving Vos; Audit Committee reviews and approves related-party transactions; example disclosed involves EVERSANA via director James Lang ($375,280 revenue in 2024) |
| Activism/engagement | Whetstone Capital filed, then withdrew, a nomination notice after engagement and the company’s plan to appoint a new independent director in 2025 (meeting expected to be uncontested) |
Expertise & Qualifications
- CEO/Board experience, strategic planning, M&A/JVs, operations, risk management, digital healthcare technology, healthcare industry, corporate governance, sales/marketing, high-level financial/accounting expertise, executive compensation, ESG/human capital; cybersecurity/technology indicated for Vos.
- Biography highlights: CEO of Grey Healthcare Group; CEO of Muscular Dystrophy Association; President of VosHealth; public and private board leadership; founding member of EWOB and member of WBL.
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 62,774 |
| Ownership % of outstanding | <1% (denoted as “*”) |
| RSUs vesting within 60 days (included in beneficial ownership per footnote) | 13,286 |
| Stock ownership guideline | 3x annual cash retainer; 5-year compliance window; 50% net-share retention until compliant |
| Compliance status | All directors comply or have additional time to comply per guidelines |
| Hedging/pledging/margin | Prohibited under Insider Trading Policy (alignment positive) |
Insider Trades & Section 16 Compliance
| Item | Detail |
|---|---|
| Late filings (2024) | One late Form 4 covering two transactions for Ms. Vos (Company-wide note of late filings for several insiders) |
Governance Assessment
- Strengths: Independent Chair structure with separate CEO, robust committee service (Audit, Compensation, Nominating & Governance), quarterly independent executive sessions, director ownership requirements and clawback, prohibition on hedging/pledging, and broad healthcare commercialization expertise. These factors support board effectiveness and investor alignment.
- Compensation alignment: Director pay mix is balanced, with significant equity (RSUs) and a modest cash retainer plus committee fees; equity is time-based with clear vesting schedules and annual caps, reinforcing long-term alignment.
- Independence/conflicts: Board determined Vos is independent; no related-party transactions disclosed for Vos; related-party reviews are centralized in Audit Committee with explicit policy.
- Engagement signals: Constructive shareholder engagement (Whetstone withdrawal) and intent to add another independent director reflect responsiveness to investor input and board refreshment priorities.
- Red flags/monitoring: Late Form 4 (administrative compliance issue); broader context includes a low 2024 say-on-pay support (64.8%) indicating investor scrutiny of executive compensation—an area for continued monitoring though not director-specific.