OptimizeRx CorpOPRX
OptimizeRx Corp Stock Compensation Disclosure
STOCK BASED COMPENSATION
The Company sponsors two stock-based incentive compensation plans.
In June 2013, the Board approved and adopted, and the Company’s stockholders approved, the 2013 Plan, which was subsequently amended and approved in 2016, 2018, 2019, and 2020. The 2013 Plan, as amended, authorized the issuance of 3,000,000 shares of Company common stock. In connection with the adoption of a new plan in 2021, the Company froze the 2013 Plan. A total of 133,678 shares of common stock underlying options and 4,000 shares of common stock underlying restricted stock unit awards were outstanding under the 2013 Plan at December 31, 2025. At December 31, 2025, there were no shares available for future grant under the 2013 Plan.
In 2021, the Board approved and adopted the 2021 Plan. The 2021 plan was approved by shareholders in August 2021. On June 5, 2024, at the 2024 Annual Meeting of Stockholders, the Company’s stockholders approved an amendment to the 2021 Plan to increase the number of shares of common stock available for awards under the 2021 Plan by 1,950,000 shares for a total of 4,450,000 shares. A total of 2,232,255 shares of common stock underlying options and 712,070 shares of common stock underlying restricted stock unit awards were outstanding under the 2021 Plan at December 31, 2025. At December 31, 2025, 548,225 shares were available for grant under the 2021 Plan.
The 2021 Plan allows the Company to grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards. Incentive stock options may only be granted to persons who are regular full-time employees of the Company at the date of the grant of the option. Non-qualified stock options may be granted to any person, including, but not limited to, directors, officers, employees and consultants, who the Company’s Board or Compensation Committee determines. The exercise price of options granted under the 2021 Plan must be equal to at least 100% of the fair market value of our common stock as of the date of the grant of the option. Options granted under the 2021 Plan are exercisable as determined by the Compensation Committee and specified in the applicable award agreement. In no event will an option be exercisable after ten years from the date of grant.
Stock Options
The compensation cost that has been charged against income related to options for the years ended December 31, 2025 and 2024, was $2,826 and $4,783, respectively. There is $7,623 of expense remaining to be recognized over a weighted average period of 2.4 years related to options outstanding at December 31, 2025. No income tax benefit was recognized in the consolidated statements of operations and no compensation was capitalized in any of the years presented. The total
intrinsic value of outstanding options at December 31, 2025 was $5,228. The fair value of these instruments was calculated using the Black-Scholes option pricing model.
From time to time, the Company grants performance based stock options, the expense for which will be recorded over time once the achievement of the performance is deemed probable. There was $25 and $25 in expense related to these options recorded during the years ended December 31, 2025 and 2024, respectively. The fair value of these instruments was calculated using the Black-Scholes option pricing model.
The Company had the following option activity during the years ended December 31, 2025 and 2024:
| Number of Options | Weighted average exercise price | Weighted average remaining contractual life (years) | Aggregate intrinsic value $ | ||||||||||||||||||||
| Outstanding at January 1, 2024 | 1,555,061 | $ | 26.38 | ||||||||||||||||||||
| Granted | 716,297 | $ | 5.56 | ||||||||||||||||||||
| Exercised | — | $ | — | ||||||||||||||||||||
| Expired or forfeited | (425,508) | $ | 26.31 | ||||||||||||||||||||
| Outstanding at December 31, 2024 | 1,845,850 | $ | 18.32 | 3.4 | $ | 10 | |||||||||||||||||
| Granted | 789,281 | $ | 15.29 | ||||||||||||||||||||
| Exercised | (23,807) | $ | 13.56 | ||||||||||||||||||||
| Expired or forfeited | (245,391) | $ | 19.94 | ||||||||||||||||||||
| Outstanding, December 31, 2025 | 2,365,933 | $ | 17.07 | 3.3 | $ | 5,228 | |||||||||||||||||
| Exercisable, December 31, 2025 | 1,062,545 | $ | 23.73 | 2.4 | $ | 1,802 | |||||||||||||||||
The table below reflects information for the total options outstanding at December 31, 2025.
| Range of Exercise Prices | Number of Options | Weighted average remaining contractual life (years) | Weighted average exercise price | |||||||||||||||||
$4.83 to $10.00 | 767,117 | 3.8 | $ | 5.66 | ||||||||||||||||
$10.00 to $20.00 | 1,281,606 | 3.6 | $ | 14.99 | ||||||||||||||||
$20.00 to $40.00 | 76,822 | 0.7 | $ | 34.28 | ||||||||||||||||
$40.00 to $60.00 | 145,323 | 0.7 | $ | 47.97 | ||||||||||||||||
$60.00 to $96.70 | 95,065 | 0.7 | $ | 75.96 | ||||||||||||||||
| Total | 2,365,933 | 3.3 | $ | 17.07 | ||||||||||||||||
The table below reflects information for the vested options outstanding at December 31, 2025.
| Range of Exercise Prices | Number of Options | Weighted average remaining contractual life (years) | Weighted average exercise price | |||||||||||||||||
$4.83 to $10.00 | 284,034 | 3.7 | $ | 5.92 | ||||||||||||||||
$10.00 to $20.00 | 466,572 | 2.0 | $ | 14.61 | ||||||||||||||||
$20.00 to $40.00 | 71,551 | 0.4 | $ | 35.30 | ||||||||||||||||
$40.00 to $60.00 | 145,323 | 0.7 | $ | 47.97 | ||||||||||||||||
$60.00 to $96.70 | 95,065 | 0.7 | $ | 75.96 | ||||||||||||||||
| Total | 1,062,545 | 2.4 | $ | 23.73 | ||||||||||||||||
A summary of the status of the Company’s non-vested options as of December 31, 2025, and changes during the year ended December 31, 2025, is presented below.
| Nonvested Options | Options | Weighted average exercise price | ||||||||||||
| Nonvested at January 1, 2025 | 1,032,363 | $ | 8.69 | |||||||||||
| Granted | 789,281 | $ | 15.29 | |||||||||||
| Vested | (461,966) | $ | 11.30 | |||||||||||
| Forfeited | (56,290) | $ | 11.52 | |||||||||||
| Nonvested at December 31, 2025 | 1,303,388 | $ | 11.63 | |||||||||||
Restricted Stock Units
The Company had the following restricted stock unit (“RSU”) activity during the years ended December 31, 2025 and 2024:
| Number of RSUs | Weighted average grant date fair value | Weighted average remaining contractual life (years) | |||||||||||||||
| Outstanding at January 1, 2024 | 743,209 | $ | 18.62 | ||||||||||||||
| Granted | 545,772 | $ | 7.56 | ||||||||||||||
| Forfeited | (198,256) | $ | 17.76 | ||||||||||||||
| Vested and issued | (295,018) | $ | 17.84 | ||||||||||||||
| Withheld and cancelled | (101,381) | $ | 18.03 | ||||||||||||||
| Outstanding at December 31, 2024 | 694,326 | $ | 10.62 | 2.1 | |||||||||||||
| Granted | 419,356 | $ | 15.07 | ||||||||||||||
| Forfeited | (83,837) | $ | 13.39 | ||||||||||||||
| Vested and issued | (282,482) | $ | 12.80 | ||||||||||||||
| Withheld and cancelled | (31,293) | $ | 12.67 | ||||||||||||||
| Outstanding at December 31, 2025 | 716,070 | $ | 12.07 | 2.1 | |||||||||||||
The Company granted 419,356 and 545,772 RSUs in 2025 and 2024, respectively, valued at $6,319 and $4,128, respectively. RSUs vest over a period of 1 year to 3 years. The Company recognized expense of $4,136 and $6,683 in 2025 and 2024, respectively, related to RSUs. A total of $7,076 remains to be recognized at December 31, 2025 over a weighted average period of 1.01 years. The fair value of these instruments is based on the closing price of our common stock as reported on the Nasdaq Capital Market on the date of grant.
During the years ended December 31, 2025 and 2024, certain participants utilized a net withhold settlement method, in which shares were surrendered to cover payroll withholding tax. Of the shares issued to participants during the years ended December 31, 2025 and 2024, respectively, 83,837 and 101,381 shares, valued at $1,150 and $911, were surrendered and subsequently cancelled.
From time to time, the Company grants certain performance based RSUs, the expense for which will be recorded over time once the achievement of the performance is deemed probable. There was $25 and $25 in expense related to these RSUs recorded during the years ended December 31, 2025 and 2024, respectively. The fair value of these instruments is based on the closing price of our common stock as reported on the Nasdaq Capital Market on the date of grant.
Non-employee Directors Compensation
The director’s compensation program calls for the grant of RSUs with a one year vesting period. The Company granted 49,340 and 64,896 RSUs, valued at $750 and $750, to the non-employee directors in 2025 and 2024, respectively. There was $714 and $780 included in the compensation expense discussed above related to director's compensation for the years ended December 31, 2025 and 2024, respectively.
Equity Award Modification
On April 16, 2023, the Compensation Committee approved a grant to the Company’s then CEO of 86,685 RSUs and 161,698 stock options with a grant date fair value of $2,500 to vest over a three years period. Concurrently, the then CEO forfeited his October 2021 grant of 182,398 market-based RSUs. The forfeiture and accompanying grant were considered an equity modification according to ASC 718, Compensation-Stock Compensation (“ASC 718”). The additional compensation value created by the termination and issuance of new equity awarded, as measured using a Monte Carlo simulation, was approximately $1,900 in total. Under ASC 718, this results in a non-cash expense in current and future periods to be recognized over a three year period. These expense values are reflected and included in the option and restricted stock expense values discussed above. At December 31, 2024, the remaining expense of $1,556 related to the
October 2021 grant of market-based restricted stock units was accelerated upon the departure of the CEO. The expense for unvested stock-options and restricted stock units related to the April 2023 grant was reversed.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.