OptimizeRx (NASDAQ: OPRX) details CCO exit, $380K salary continuation
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
OptimizeRx Corporation reported that Chief Commercial Officer Theresa Greco will separate from the company effective June 15, 2026, transitioning into an advisory role for twelve months through June 15, 2027. On June 1, 2026, she and the company entered into a Separation and Advisory Agreement, which becomes effective June 9, 2026 if not revoked.
Ms. Greco will receive continuation of her $380,000 annual base salary for 12 months, a one-time cash bonus equal to her $209,000 annual bonus target, and reimbursement of COBRA premiums for health, dental, and vision coverage for up to 12 months. During the advisory period, her previously granted equity will continue to vest on the normal schedule, and she may receive a special bonus if a change in control occurs under a prior bonus agreement.
The agreement includes a general release of claims, a 12‑month non‑compete and non‑solicitation restrictions tied to a Business Protection Agreement, and requires her to comply with company policies while serving as an advisor.
Positive
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8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Base salary continuation: $380,000 per annum
One-time bonus payment: $209,000
COBRA reimbursement period: 12 months
+3 more
6 metrics
Base salary continuation
$380,000 per annum
Paid for 12 months after separation under Separation and Advisory Agreement
One-time bonus payment
$209,000
Lump sum equal to annual cash bonus target
COBRA reimbursement period
12 months
Health, dental, vision COBRA premiums reimbursed unless COBRA ends earlier
Separation date
June 15, 2026
Date Theresa Greco ceases serving as Chief Commercial Officer
Advisory term length
12 months
From June 15, 2026 through June 15, 2027
Agreement effectiveness date
June 9, 2026
Separation and Advisory Agreement becomes effective if not revoked
Key Terms
Separation and Advisory Agreement, COBRA, change in control, general release of claims, +2 more
6 terms
Separation and Advisory Agreement financial
"entered into a Separation Agreement and Release of Claims, which includes Advisory Terms and Conditions (the “Separation and Advisory Agreement”)."
COBRA financial
"reimbursement of COBRA premium payments for continued health, dental and vision benefit coverage for twelve (12) months"
COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.
change in control financial
"in the event of a change in control during the Advisory Term, Ms. Greco will receive a special bonus"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
general release of claims financial
"The Separation and Advisory Agreement also provides for a general release of claims between the Company and Ms. Greco"
Business Protection Agreement financial
"her obligations under the Business Protection Agreement entered into by and between Mr. Greco and the Company on October 22, 2023"
non-compete financial
"including Ms. Greco’s agreement (a) not to compete with the Company for a period of twelve (12) months"
A non-compete is a contract clause that prevents an employee, executive, or seller from working for or starting a rival business for a set time and area after leaving a company. It matters to investors because it protects the value of intellectual property, customer relationships and key personnel—like putting a temporary fence around a company’s customers and know‑how—while also creating legal and operational constraints that can affect talent mobility and deal attractiveness.
FAQ
What executive change did OptimizeRx (OPRX) disclose in this 8-K?
OptimizeRx disclosed that Chief Commercial Officer Theresa Greco will separate from the company effective June 15, 2026. She will transition into a one-year advisory role, continuing to provide guidance to management under a Separation and Advisory Agreement.
What severance payments will Theresa Greco receive from OptimizeRx (OPRX)?
Theresa Greco will receive continuation of her $380,000 annual base salary for 12 months and a one-time cash payment equal to her $209,000 annual bonus target, as outlined in her existing employment agreement and the new Separation and Advisory Agreement.
How long will Theresa Greco remain an advisor to OptimizeRx (OPRX)?
She will serve as an advisor for twelve months, from June 15, 2026 through June 15, 2027. During this advisory term, previously granted equity awards will continue to vest on their normal schedule while she provides advice as requested by leadership.
What benefits coverage will OptimizeRx (OPRX) provide to Theresa Greco?
OptimizeRx will reimburse COBRA premium payments for Ms. Greco’s health, dental, and vision coverage for up to twelve months. This reimbursement lasts until earlier termination under COBRA rules and forms part of her negotiated separation benefits package.
Does Theresa Greco face non-compete or non-solicit restrictions with OptimizeRx (OPRX)?
Yes. Under the Separation and Advisory Agreement and a prior Business Protection Agreement, she agreed not to compete with OptimizeRx for 12 months and not to solicit employees, service providers, customers, or collaborators for 12 months following termination.
Can Theresa Greco receive additional payments if OptimizeRx (OPRX) changes control?
She may receive a special bonus if a change in control occurs during her advisory term. This special bonus would be paid under an existing Special Bonus Agreement dated September 8, 2025, referenced in the Separation and Advisory Agreement.