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NASDAQ: OPRX OptimizeRx Corp 8-K

OptimizeRx CCO Theresa Greco departing June 15; receives $589K severance, advisory role

Filed June 5, 2026 · Period ending June 1, 2026 · ~1 min read

3 key changes 1 section

Key Changes

  • medium

    Chief Commercial Officer Theresa Greco separating effective June 15, 2026, following May 11 separation agreement. She will transition to 12-month advisory role through June 2027 with continued equity vesting.

  • medium

    Company paying $589K cash severance ($380K salary continuation plus $209K bonus target) plus 12 months health benefits. Greco remains eligible for change-in-control bonus if M&A occurs during advisory period.

  • low

    Greco bound by 12-month non-compete and non-solicitation covenants preventing her from joining competitors or recruiting employees, customers, or service providers.

Summary

OptimizeRx is losing its Chief Commercial Officer as Theresa Greco departs her executive role on June 15, 2026. Rather than a clean break, the company structured a 12-month advisory arrangement that keeps Greco connected through mid-2027 while her equity awards continue vesting normally. She receives standard executive separation pay totaling roughly $589,000 in cash plus benefits.

For retail investors, the departure of a CCO—responsible for commercial strategy and revenue operations—warrants attention, though the advisory structure suggests an amicable transition rather than abrupt exit. The continued equity vesting and change-in-control bonus eligibility indicate the company values maintaining her institutional knowledge during the transition period.

Watch for the company's next earnings call or investor update for commentary on commercial leadership succession plans and whether responsibilities are being redistributed internally or if an external search is underway. Any near-term revenue guidance changes could signal disruption from the leadership transition.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~700 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

3 Added
Added CCO departure and separation agreement medium

Added in current filing · verify on EDGAR →

effective as of the Separation Date, Ms. Greco will no longer serve as the Company’s Chief Commercial Officer.

Theresa Greco is leaving her role as Chief Commercial Officer effective June 15, 2026, following a separation agreement reached on May 11, 2026. This represents a departure of a senior executive responsible for commercial operations.

Added 12-month advisory arrangement medium

Added in current filing · verify on EDGAR →

Ms. Greco will provide advisory services to the Company for a period of twelve (12) months, through June 15, 2027 (the “Advisory Term”), during which time any equity previously granted to Ms. Greco will continue to vest in the ordinary course.

Rather than a clean separation, Ms. Greco will serve as an advisor through June 2027, during which her equity awards will continue vesting normally. This arrangement maintains her involvement and equity compensation for an additional year beyond her executive role.

Added Change-in-control bonus eligibility medium

Added in current filing · verify on EDGAR →

in the event of a change in control during the Advisory Term, Ms. Greco will receive a special bonus pursuant to the terms the Special Bonus Agreement by and between the Company and Ms. Greco, dated September 8, 2025.

If the company is acquired or undergoes a change in control during the 12-month advisory period, Ms. Greco remains eligible for a special bonus under a prior agreement. This creates potential additional compensation liability in an M&A scenario.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 8, 2026 · How we verify