OptimizeRx Corp Reports Q2 2026 Results; CFO Succession Announced

What Happened

• OptimizeRx Corporation (OPRX) filed a Form 8-K on August 12, 2026 announcing its financial results for the quarter ended June 30, 2026 (press release furnished as Exhibit 99.1) and disclosing a planned finance leadership succession. The Board approved that Edward Stelmakh will step down as Chief Financial & Strategy Officer effective December 31, 2026. Andrew D’Silva will become Chief Financial Officer and Heather Favazza will become Chief Accounting Officer, each effective January 1, 2027. A press release about the leadership changes was furnished as Exhibit 99.2.

Key Details

• Separation terms for Edward Stelmakh: continuation of his $450,000 annual base salary for 12 months, a one-time lump-sum payment of his annual bonus target ($247,500), COBRA premium reimbursement for up to 12 months, and a 12‑month advisory engagement through December 31, 2027 during which his previously granted equity will continue to vest. He remains subject to non‑compete and non‑solicit terms.
• Andrew D’Silva (age 40), current Chief Business Officer, named CFO effective Jan 1, 2027; 2027 employment offer sets base salary at $375,000, target annual bonus 50% of base, eligibility for equity grants, and severance if terminated without cause equal to 1x base salary (paid over 12 months) plus target bonus and COBRA for up to 12 months.
• Heather Favazza (age 45), current SVP Corporate Controller, named Chief Accounting Officer effective Jan 1, 2027; 2027 employment offer sets base salary at $325,000, target annual bonus 40% of base, eligibility for equity grants, and similar severance protections (1x base, target bonus, COBRA up to 12 months). She is a licensed CPA.
• The company furnished separation and employment agreements as exhibits (Stelmakh Separation and Advisory Agreement; Amended & Restated Employment Offers for D’Silva and Favazza).

Why It Matters

• For investors, the filing signals a planned, board-approved internal succession of the company’s finance leadership, which may support continuity in financial strategy and reporting. The separation and new employment terms create near‑term cash obligations (salary continuation, bonus payout, COBRA reimbursements) and maintain equity vesting for Stelmakh during his advisory term.
• The appointments put experienced internal finance executives in the CFO and Chief Accounting Officer roles effective January 1, 2027, reducing uncertainty around the company’s financial leadership ahead of future quarterly earnings and reporting obligations.