Marion Odence-Ford
About Marion Odence-Ford
Marion Odence-Ford, 60, serves as Chief Legal Officer and Chief Human Resources Officer (effective January 1, 2025). She joined OptimizeRx in February 2021 as General Counsel & Chief Compliance Officer, after senior legal roles at Decision Resources Group, CRA International (Charles River Associates), GTC Law Group, Bank of America/FleetBoston, Akamai, and Mintz Levin . During her OPRX tenure, company TSR fell materially from $199.33 (2021) to $7.82 (2024), while revenues rose from $62.45M (FY22) to $92.13M (FY24); EBITDA remained negative in FY22–FY24 (see tables below; EBITDA values from S&P Global)* .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Decision Resources Group | Vice President & Deputy General Counsel | 2013–2020 | Led legal support for global data/analytics businesses serving life sciences; supported growth and compliance in complex healthcare markets |
| CRA International (Charles River Associates) | Vice President & Associate General Counsel | 2004–2012 | Supported economic consulting firm across litigation, strategy, and finance engagements; strengthened corporate governance and risk management |
| GTC Law Group | Attorney | 2004 | Advised high-tech/biotech clients on corporate legal matters |
| Bank of America/FleetBoston | Legal team member | 2002–2004 | Corporate legal work in banking/finance |
| Akamai Technologies | Legal team member | 1999–2002 | Technology transactions and corporate matters |
| Mintz Levin | Corporate Attorney | Prior to 1999 | Advised public/private companies on corporate matters |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Multiple industries (law firms, tech, finance) | Corporate counsel positions (see above) | Various | Deep cross-industry legal expertise spanning healthcare data, technology, and financial services |
Fixed Compensation
| Item | Terms | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $280,000 | Feb 8, 2021 | Per initial employment agreement |
| Target Bonus | 40% of base salary | Feb 8, 2021 | Eligible under executive bonus plan |
| Base Salary (Amended) | $296,000 | Jan 1, 2022 | Amended by Compensation Committee, increases (no decreases) permitted |
| Benefits | 401(k), medical/dental/vision, life, disability | 2021– | Standard company programs |
Performance Compensation
| Metric | Weighting | FY2024 Target | FY2024 Actual | Payout Factor | Vesting |
|---|---|---|---|---|---|
| Revenue | 50% | Set above guidance | $92,127,044 | Component of aggregate 58.9% payout for CFO/CEO participants (individual payout for Odence-Ford not disclosed) | N/A (cash plan) |
| Adjusted EBITDA | 50% | Set above guidance | $11,760,615 | Component of aggregate 58.9% payout for CFO/CEO participants (individual payout for Odence-Ford not disclosed) | N/A (cash plan) |
Notes:
- Company annual cash bonus plan uses revenue and Adjusted EBITDA, with threshold/target/max and linear interpolation; 2024 payout certified at 58.9% for participating NEOs (Odence-Ford eligibility is disclosed, but her payout is not separately reported) .
- Clawback policy applies to erroneously awarded incentive compensation per SEC rules (three fiscal years prior to restatement) .
Equity Ownership & Alignment
| Award Type | Grant Date | Quantity/Terms | Vesting |
|---|---|---|---|
| Restricted Stock (RSUs) | Feb 8, 2021 | 20,000 shares | Vest annually over five years beginning on grant date |
| Stock Options | Nov 2021 | 10,958 options @ $93.37 | Vest annually over three years beginning on grant date |
| Restricted Stock (RSUs) | Nov 2021 | 5,355 RSUs | Vest annually over three years beginning on grant date |
| Stock Options | Mar 2022 | 4,690 options @ $43.24 | Vest annually over three years beginning on grant date |
| Restricted Stock (RSUs) | Mar 2022 | 2,313 RSUs | Vest annually over three years beginning on grant date |
Stock ownership guidelines and alignment:
- Executives must hold stock equal to 2x base salary (CEO 3x); 50% of net shares from vest/exercise must be retained until guideline met .
- Company prohibits hedging, short sales, margin accounts, and pledging of company stock (reducing alignment risk) .
- Individual beneficial ownership amounts for Odence-Ford are not disclosed in 2024–2025 proxy tables; she filed two late Forms 4 covering three transactions in 2024, and an additional late Form 4 disclosure appears in 2025, indicating active insider transactions (minor compliance flag) .
Employment Terms
| Provision | Terms | Source |
|---|---|---|
| Employment Start | Feb 8, 2021 (GC & CCO); promoted to CLO & CHRO effective Jan 1, 2025 | |
| Severance (non-CIC) | 1.0x base salary, paid over 12 months; subsidized COBRA up to 12 months | |
| Change-in-Control (CIC) | 2.0x base salary lump sum (double-trigger termination window) | |
| Non-Compete | 12 months post-termination per Business Protection Agreement | |
| Inventions Assignment | During employment and 6 months thereafter | |
| Insider Trading & 10b5‑1 | Pre-clearance required; blackout period trading limitations; plans encouraged |
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| OPRX TSR – Value of $100 Investment | $199.33 | $53.92 | $45.92 | $7.82 |
| Revenues ($USD) | — | $62,450,156 | $71,522,000 | $92,127,000 |
| EBITDA ($USD) | — | $-10,268,709* | $-10,848,000* | $-1,888,000* |
Values with asterisks retrieved from S&P Global.
Compensation Structure Analysis
- Mix and metrics: Odence-Ford’s plan eligibility relies on revenue and Adjusted EBITDA metrics in the cash bonus plan, aligning incentives to growth and profitability targets; RSUs and options provide long-term alignment with shareholders .
- Governance improvements: Company eliminated 280G tax gross-ups and single-trigger CIC for certain executives in 2024 following shareholder feedback, reinforcing pay-for-performance discipline; 2024 say-on-pay approval was 64.8% (still low), prompting continued evaluation .
- Clawbacks and ownership: A robust clawback and ownership guideline framework, plus prohibitions on hedging/pledging, mitigate misalignment risk .
Risk Indicators & Red Flags
- Section 16 compliance: Two late Forms 4 (three transactions) in 2024, and additional late filings in 2025 across the executive team (including Odence-Ford) – minor process risk but not material governance failure .
- CIC economics: 2.0x base salary CIC multiple (double-trigger) is moderate; non-CIC severance of 1.0x base salary is standard, limiting “golden parachute” inflation .
- Hedging/pledging: Explicitly prohibited, reducing alignment concerns .
Investment Implications
- Alignment: Equity awards and ownership guidelines support long-term alignment; prohibitions on hedging/pledging reduce conflict risks .
- Retention vs. supply overhang: Annual RSU/option vesting creates moderate potential insider selling pressure around vest dates, but ownership retention rules partially offset supply risk .
- Pay-for-performance signals: Cash incentives tied to revenue and Adjusted EBITDA (with clawbacks) are supportive; however, company TSR has materially declined during her tenure, raising execution risk on strategic and profitability initiatives under the legal/compliance framework she oversees .
- Change-in-control: Moderate CIC benefits (2x salary) and standard severance terms limit entrenchment risk while providing stability through transitions .
Citations:
OPRX 10-K (FY2024) Executive Officers (role, age, background)
OPRX 8-K and Employment Agreement (initial salary, bonus target, RSU grant; appointment)
OPRX 8-K (amendment to employment agreement; $296k base)
OPRX DEF 14A (2022) – Odence-Ford equity grants and vesting terms
OPRX DEF 14A (2025) – 2024 bonus plan metrics and payout mechanics/results
OPRX DEF 14A (2025) – Clawback policy
OPRX DEF 14A (2025, 2024) – Stock ownership guidelines
OPRX DEF 14A (2025, 2024) – Hedging/pledging prohibitions
OPRX DEF 14A (2024, 2025) – Late Section 16 filings (including Odence-Ford)
OPRX filings – Revenues
OPRX DEF 14A (2024, 2025) – Pay vs Performance TSR and net income
Values with asterisks retrieved from S&P Global.