Form 4: OptimizeRx Director Patrick Spangler Receives Significant Restricted Stock Unit Grant

OptimizeRx Corp. Director Patrick D. Spangler was granted 9,868 restricted stock units, increasing his direct beneficial ownership to 55,335 shares.

Summary

• Patrick D. Spangler, a Director of OptimizeRx Corp. (OPRX), was granted 9,868 restricted stock units (RSUs) on June 11, 2025.
• These RSUs represent a contingent right to receive shares of OptimizeRx common stock.
• The grant was made at a price of $0, indicating it is a form of equity compensation.
• Following this transaction, Mr. Spangler's direct beneficial ownership of OptimizeRx common stock increased to 55,335 shares.
• The restricted stock units will vest in full on the earlier of the first anniversary of the grant date or the date of the Company's next annual meeting of shareholders.

Sentiment

Score: 7

Explanation: The grant of restricted stock units to a director is a positive event, as it increases insider ownership and aligns the director's financial interests with the long-term performance of the company and its shareholders.

Positives

• The grant of restricted stock units to a director aligns management's interests with those of shareholders, incentivizing long-term value creation.
• An increase in beneficial ownership by a director demonstrates continued confidence in the company's future prospects.

Risks

• The vesting of the restricted stock units is contingent upon Mr. Spangler's continued service to the company or the occurrence of the next annual meeting of shareholders, meaning the shares are not immediately owned outright.

Future Outlook

The restricted stock units are set to vest in full on the earlier of the first anniversary of the grant date (June 11, 2025) or the date of the Company's next annual meeting of shareholders, indicating a future increase in Mr. Spangler's direct share ownership.

Industry Context

The grant of restricted stock units to a director is a common and standard practice in publicly traded companies across various industries, serving as a key component of executive and director compensation to align their long-term interests with shareholder value.

Comparison to Industry Standards

• Granting restricted stock units (RSUs) as a form of equity compensation to directors is a widely adopted practice among public companies, including those in the healthcare technology and pharmaceutical services sectors like OptimizeRx.
• This method is consistent with corporate governance best practices aimed at incentivizing long-term commitment and performance, similar to compensation structures seen in companies such as Veeva Systems (VEEV) or IQVIA (IQV) for their non-employee directors, though specific grant sizes vary by company size and compensation philosophy.

Related Party Transactions

• The transaction involves the grant of restricted stock units from OptimizeRx Corp. to Patrick D. Spangler, a Director of the company, which constitutes a related party transaction as part of his compensation.

Stakeholder Impact

• Shareholders: The grant aligns the director's interests more closely with shareholder value creation, potentially leading to more favorable long-term decision-making.
• Management/Directors: Patrick D. Spangler's compensation structure is enhanced with equity, incentivizing his continued dedication to the company's success.

Next Steps

• The restricted stock units will vest in full on the earlier of June 11, 2026 (first anniversary of grant) or the date of OptimizeRx's next annual meeting of shareholders.

Key Dates

Keywords

OptimizeRx, OPRX, Form 4, SEC filing, restricted stock units, RSU grant, insider transaction, director compensation, Patrick Spangler, equity compensation