Patrick Spangler
About Patrick Spangler
Patrick Spangler, 69, has served as an independent director of OptimizeRx since March 2018 and is the Audit Committee Chair and an SEC-designated “audit committee financial expert.” He brings 35+ years of finance leadership across medtech and health IT, including CFO roles at public and private companies (Epocrates, ev3, Healthland, VigiLanz, HighJump, On Target Laboratories), and senior finance roles at Medtronic .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| On Target Laboratories, Inc. | Chief Financial Officer | Oct 2020 – Feb 2025 | CFO of surgical imaging biotech; finance leadership through growth/transactions |
| MHC Software, LLC | Chief Financial Officer | Mar 2020 – Sep 2020 | CFO of document automation software supplier |
| VigiLanz Corporation | Chief Financial Officer | Sep 2014 – Oct 2019 | CFO of digital healthcare intelligence firm |
| Healthland Inc. | Chief Financial Officer | Aug 2012 – Aug 2014 | CFO of EHR provider to critical access hospitals |
| Epocrates, Inc. (Nasdaq) | SVP & Chief Financial Officer | Oct 2010 – Aug 2012 | Public company CFO; point-of-care medical applications |
| Three Fields Capital | Operating Partner & CFO Advisor | Apr 2010 – Oct 2010 | PE/VC advisory on CFO issues |
| HighJump Software | Chief Financial Officer | Jun 2009 – Apr 2010 | CFO of supply chain software provider |
| ev3 Inc. (Nasdaq) | SVP & Chief Financial Officer | Mar 2005 – Jan 2009 | Public endovascular company CFO |
| EMPI Inc. | EVP & Chief Financial Officer | Jul 1997 – Mar 2005 | Medical device manufacturer CFO |
| Medtronic, Inc. | Senior Finance Leadership | ~1986 – 1997 | Various senior finance roles at global medtech leader |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Lifespace Communities, Inc. | Director | Current | Owner/operator of CCRCs (15 communities; ~5,100 residents) |
| Cancer Response Team, Inc. | Director | Current | Nonprofit supporting pediatric cancer care |
| Urologix, Inc. (public, prior) | Director | Aug 2010 – Feb 2016 | BPH treatment company; prior public company directorship |
Board Governance
- Committee assignments and roles:
- Audit Committee: Chair; Board determined Spangler is an “audit committee financial expert” under SEC rules .
- Compensation Committee: Member (Chair: James Lang); other members include Vos and Wasson .
- Nominating & Governance Committee: Not listed as a member (Chair: Catherine Klema; members Vos and Lang) .
- Independence and governance practices:
- The Board determined all current directors are independent under Nasdaq; committees are entirely independent; independent chairperson; regular executive sessions; prohibitions on short sales, hedging, margin accounts, and pledging .
- Attendance and engagement:
- 2024 meetings held: Board 16; Audit 12; Compensation 3; Nominating & Governance 3; each incumbent director attended at least 75% of applicable meetings; all directors attended the 2024 Annual Meeting .
- Audit oversight:
- As Audit Chair, Spangler signed the Audit Committee Report recommending inclusion of 2024 audited financials; the Committee discussed PCAOB-required matters and auditor independence with UHY .
- Related-party oversight:
- Audit Committee reviews related party transactions under the Company’s policy; example: EVERSANA reseller relationship (CEO James Lang is EVERSANA’s CEO) was reviewed/approved as market-rate and ordinary course .
- Section 16 compliance:
- The Company disclosed one late Form 4 covering two transactions for Spangler in 2024 (minor filing timeliness issue) .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 40,000 | Standard non-employee director retainer |
| Audit Committee Chair fee | 20,000 | Chair premium |
| Compensation Committee member fee | 5,000 | Member premium |
| Total cash fees (2024) | 65,000 | Matches director compensation table |
| Annual director RSU grant (grant date fair value) | 149,999 | Equity awarded around annual meeting per policy |
| Total 2024 director compensation | 214,999 | Cash + equity |
The non-employee director program includes: annual cash retainer ($40k), annual equity grant (~$150k), committee chair/member retainers (Audit Chair $20k; Audit Member $10k; Compensation Chair $10k; Compensation Member $5k; N&G Chair $8k; N&G Member $4k); annual aggregate cap $750k per director ($1,000k for a new director in the first year) .
Performance Compensation
- No performance-based director compensation is disclosed; director equity awards are time-based RSUs made at or near the annual meeting; timing policy prohibits backdating and MNPI-timed grants for directors .
Other Directorships & Interlocks
| Company | Nature | Potential Interlock/Conflict |
|---|---|---|
| EVERSANA (via James Lang) | Reseller Agreement with Company | Related-party transactions reviewed and approved by Audit Committee; revenues recognized $375,280 (2024) and $335,897 (2023) from EVERSANA-sourced customers; deemed market-rate and ordinary course |
Expertise & Qualifications
- Extensive CFO experience across medtech and health IT; IPOs, M&A, operations, and financial management (35+ years) .
- Audit Committee financial expert designation; high-level financial accounting expertise .
- Sector skills: healthcare industry, digital healthcare technology, risk management, corporate governance; cybersecurity listed among Board skills matrix .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 45,467 |
| Ownership % of outstanding | <1% (“*” per proxy) |
| RSUs vesting within 60 days (included in beneficial ownership) | 13,286 |
| Unvested RSUs held as of 12/31/2024 | 13,286 |
| Shares outstanding (record date) | 18,493,447 |
| Pledging/hedging policy | Prohibited (short sales, hedging, margin accounts, pledging) |
| Stock ownership guidelines | Non-employee directors: 3x annual cash retainer; must retain 50% of net shares until guideline achieved; compliance assessed annually; as of proxy, all directors comply or have additional time |
Insider Trades
| Date | Transaction | Shares | Price/Range | Holdings After |
|---|---|---|---|---|
| 2025-08-28 | Sale | 11,120 | Weighted avg $17.49; range $17.47–$18.43 | 44,215 (as referenced) |
| 2025-06-11 | RSU grant (Form 4 filed) | Not disclosed in snippet | RSU grant reported (no quantity in excerpt) | — |
Note: Company disclosed one late Form 4 for Spangler covering two transactions in 2024 .
Governance Assessment
- Strengths:
- Independent director; Audit Chair; SEC “financial expert”; committees fully independent; independent Board chair; executive sessions; strong insider-trading and anti-hedging/pledging policies .
- Active committee engagement with robust frequency (Audit 12 meetings in 2024); Board met 16 times; Spangler met at least 75% attendance threshold .
- Clear related-party oversight; Audit Committee reviews transactions; EVERSANA arrangements reviewed/approved as market-rate .
- Ownership alignment through 3x retainer stock ownership guideline and 50% net shares retention until compliance; directors comply or have time remaining .
- Transparent audit oversight; Audit Committee Report and auditor independence discussions disclosed .
- Watch items / RED FLAGS:
- Section 16 filing timeliness: one late Form 4 for Spangler in 2024 (administrative; monitor recurrence) .
- Related-party revenue with EVERSANA via fellow director’s employer—properly overseen, but remains an ongoing conflict-sensitive area requiring continued Audit Committee scrutiny .
- Compensation mix signal:
- Equity-heavy director pay (cash $65,000 vs equity $149,999), consistent with alignment practices; no performance-linked components for directors disclosed, which is typical but means alignment relies on stock price and ownership guidelines .
Overall, Spangler’s audit leadership and financial expertise support board effectiveness and investor confidence; minor administrative filing delays and ongoing related-party exposure (via another director) merit continued oversight but are mitigated by formal policies and committee review processes .