SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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¨ Soliciting Material under 240.14a-12
OPKO Health, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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OPKO HEALTH, INC.
4400 Biscayne Blvd.
Miami, FL 33137
NOTICE OF 20202021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 25, 202024, 2021
Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of OPKO Health, Inc., a Delaware corporation (the “Company”), will be held on Thursday, June 25, 202024, 2021 beginning at 10:00 a.m., Eastern Time. This year, theThe Annual Meeting will be a virtual meeting of stockholders held virtually via live webcast, during which you will be able to vote your shares electronically and submit your questions. At the Annual Meeting, we will ask you:
1. To elect as directors the ninetwelve nominees named in the attached proxy statement for a term of office expiring at the 20212022 annual meeting of stockholders or until their respective successors are duly elected and qualified;
2. To approve a non-binding advisory resolution regarding the compensation paid to the Company’s named executive officers (“Say on Pay”);
3. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020;2021; and
4. To transact such other business as may properly come before the Annual Meeting or any adjournments thereof.
Holders of record of our common stock, par value $0.01 per share, at the close of business on Monday, April 27, 2020,26, 2021, will be entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. On or about April 30, 2021, the Company began mailing a Notice of Internet Availability of Proxy Materials to our stockholders of record and posted our proxy materials, including our Annual Report to Stockholders for our fiscal year ended December 31, 2020 (“fiscal 2020”) on the website referenced in such notice. As described in such notice, our stockholders may choose to access our proxy materials on the website referred to therein or may request a printed set of our proxy materials.
Whether or not you plan to participate in the Annual Meeting, it is important that you vote your shares. Regardless of the number of shares you own, please promptly vote your shares by telephone or Internet prior to the Annual Meeting or, if you have received printed copies of the proxy materials, by marking, signing and dating the proxy card and returning it to the Company in the postage paid envelope provided. Should you participate in the live webcast, you may, if you wish, withdraw your proxy and vote your shares on the Internet during the Annual Meeting on the Internet.Meeting.
By Order of the Board of Directors,
Miami, Florida
April 29, 202030, 2021
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 25, 202024, 2021
The Proxy Statement and 20192020 Annual Report are available at www.opko.com.
OPKO HEALTH, INC.
PROXY STATEMENT FOR THE 20202021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
THURSDAY, JUNE 25, 202024, 2021
This proxy statement is being made available to you by the Board of Directors (the “Board”) of OPKO Health, Inc., a Delaware corporation (the “Company,” “OPKO,” or “we,” “us” or “our”) in connection with the solicitation of proxies to be voted at the Annual Meeting of Stockholders of the Company on Thursday, June 25, 2020,24, 2021, beginning at 10:00 a.m., Eastern Time, and all adjournments thereof (the “Annual Meeting”). The 20202021 Annual Meeting will be a virtual meeting of stockholders to be held solely as a live webcast over the Internet at www.virtualshareholdermeeting.com/OPK2020.www.proxydocs.com/OPK. There will not be a physical location for the Annual Meeting. The meeting will be conducted via live webcast at the address noted above. At the Annual Meeting, the items of business to be voted on are:
1.The election as directors of the twelve nominees named in this proxy statement for a term of office expiring at the 2022 annual meeting of stockholders or until their respective successors are duly elected and qualified;
2.The approval of a non-binding resolution regarding the compensation paid to the Company’s named executive officers (“Say on Pay”);
3. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and
4. The transaction of such other business as may properly come before the Annual Meeting or any adjournments thereof.
Our Board has fixed the close of business on Monday, April 27, 2020,26, 2021, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. As of that date, there were issued and outstanding 669,828,524670,156,649 shares of our common stock, par value $0.01 per share. The holders of our common stock are entitled to one vote for each outstanding share held by them on all matters submitted to our stockholders.
Voting Procedure
You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/OPK2020.www.proxydocs.com/OPK and registering in advance. To participate in the Annual Meeting, you will need the control number included on your notice of Internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. Upon completion of your registration, you will receive further instructions via email, including your unique links that will allow you access to the Annual Meeting. Please be sure to follow instructions found on your proxy card and /or voting instruction form and subsequent instructions that will be delivered to you via email. You also will be able to vote your shares electronically at the Annual Meeting. Stockholders will be able to listen, vote and submit questions from their home via the Internet or from any remote location with Internet connectivity. To participate in the Annual Meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. The meeting webcast will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online access will begin at 9:45 a.m. Eastern Time. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in time or meeting time, or if you have any questions regarding how to use the virtual meeting platform, please call the technical support number that will be posted on the virtual shareholder meeting log in page. Technical support will be available beginning at 9:30 a.m. on June 25, 202024, 2021 and will remain available throughout the duration of the meeting. Information related to technical assistance will be provided in the email with the sign-in instructions you should receive following your successful registration.
The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in
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the meeting. Participants should also give themselves plenty of time to dial-in to the conference call or log in and ensure that they can hear audio prior to the start of the meeting.
If you wish to submit a question, you may do so in two ways.by visiting www.proxydocs.com/OPK and registering for the Annual Meeting. If you want to submit a question before the meeting, then beginning May 1, 2020 and until 11:59 p.m. on June 19, 2020, you may log into www.proxyvote.com
www.proxydocs.com/OPK, go to the registration page and enter the control number found on your 16-digit control number.notice, proxy card, or voting instruction form. Once past the login screen, click on “Submit a Question”in the box in the Question for Management section, type in your question, and click “Submit.” Alternatively, if you want to submit your question during the live meeting, log intoyou may do so by following the virtual meeting platform at www.virtualshareholdermeeting.com/OPK2020, typeemailed instructions you will receive following your question into the “Ask a Question” field, and click “Submit.”successful registration.
Questions submitted and which are pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions or comments that are not related to the proposals under discussion, are about personal concerns not reasonably shared by all of our stockholders generally, or use blatantly offensive language may be ruled out of order and will not be answered. Additionally, the Company may not be able to answer multiple questions submitted by the same stockholder. Questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at www.opko.com, Investor Relations. The questions and answers will be available as soon as practicable after the meeting and will remain available until one week after posting.
If you encounter any technical difficulties accessing the virtual meeting during the check-in time or meeting time, or if you have any questions regarding how to use the virtual meeting platform, please call the technical support number that will be posted onincluded in the virtual shareholder meeting log in page.email sent one (1) hour prior to the Annual Meeting. Technical support will be available starting at 9:30 a.m. on June 25, 202024, 2021 and will remain available throughout the duration of the meeting.
Voting at the Annual Meeting
A nominee for director will be elected to the Board if the votes cast in favor of a nominee by the holders of shares of our common stock present or represented and entitled to vote at the Annual Meeting at which a quorum is present exceed the votes cast against (withheld from) a nominee. In addition, the advisory vote on the Say on Pay proposal will be approved if the votes cast in favor of the proposal by the holders of shares of our common stock present or represented and entitled to vote at the Annual Meeting at which a quorum is present exceed the votes cast against the proposal. Because your vote on the Say on Pay proposal is advisory, it will not be binding on the Board or the Company. However, the Compensation Committee of the Board will take into account the outcome of the Say on Pay vote when considering future executive compensation arrangements. The vote to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 20202021 will be approved if the votes cast in favor of the proposal by the holders of shares of our common stock present or represented and entitled to vote at the Annual Meeting in which a quorum is present exceed the votes cast against the proposal. Any other matter that may be submitted to a vote of our stockholders at the Annual Meeting will be approved if the number of shares of common stock voted for the proposal exceed the votes cast against the proposal, unless such matter is one for which a greater vote is required by law or our Amended and Restated Certificate of Incorporation or our Amended and Restated Bylaws.
The presence, in person via participation in the virtual meeting or by proxy, of holders of a majority of our outstanding common stock entitled to vote constitutes a quorum at the Annual Meeting. Shares of our stock represented by proxies that reflect abstentions will be counted for the purpose of determining the existence of a quorum at the Annual Meeting, but will have no effect on the election of directors, or the Say on Pay proposal.proposal, or the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. Shares of stock represented by proxies that reflect “broker non-votes” (i.e., stock represented at the Annual Meeting by proxies held by brokers or nominees as to which (i) the brokers or nominees have not received voting instructions from the beneficial owners or persons entitled to vote and (ii) the brokers, or nominees, do not have the discretionary voting power on a particular matter) will be counted for the purpose of determining the existence of a quorum at the Annual Meeting, but they will have no effect on matters forthe outcome of any proposal on which brokers or banks do not have discretionary authority.we receive a broker non-vote. A broker does not have the discretion to vote on the election of directors or the non-binding Say on Pay proposal. Thus, a broker non-vote will have no effect on the election of directors or the Say on Pay proposal. A broker does havehas the discretion to vote on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending
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December 31, 2020,2021, and, therefore, if the broker exercises its discretion to vote on the proposal to ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2020, it2021, its vote will have an effect onbe counted for purposes of determining the outcome of that proposal.
Any stockholder giving a proxy will have the right to revoke it at any time prior to the time it is voted. A proxy may be revoked by: (i) written notice to us on the date of or prior to the Annual Meeting at our executive offices
located at 4400 Biscayne Blvd., Miami, Florida 33137, attention: Secretary; (ii) execution of a subsequent proxy; (iii) participating and voting electronically at the Annual Meeting by completing a ballot online during the live webcast; or (iv) re-voting by telephone or by Internet prior to the meeting (only your latest telephone or Internet vote will be counted). Participation at the Annual Meeting will not automatically revoke your proxy. If your shares are held in the name of a broker or nominee, you must follow the instructions of your broker or nominee to revoke a previously given proxy. All shares of our stock represented by effective proxies will be voted at the Annual Meeting or at any adjournment thereof. Unless otherwise specified in the proxy, shares of our stock represented by proxies will be voted: (i) FOR the election of the Board’s nominees for directors; (ii) FOR the approval of the Say on Pay proposal; (iii) FOR the proposal to ratify the appointment of Ernst & Young, LLP, an independent registered public accounting firm, as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020;2021; and (iv) in the discretion of the proxy holders with respect to such other matters as may properly come before the Annual Meeting.
Our executive offices are located at 4400 Biscayne Blvd., Miami, Florida 33137.
Security Ownership of Certain Beneficial Owners and Management
The following table contains information regarding the beneficial ownership of our voting stock as of April 27, 202026, 2021 held by (i) each stockholder known by us to beneficially own more than 5% of the outstanding shares of any class of voting stock; (ii) our directors and nominees; (iii) our Named Executive Officers as defined in the paragraph preceding the Summary Compensation Table and our current executive officers; and (iv) all current directors and executive officers as a group. Except where noted, all holders listed below have sole voting power and investment power over the shares beneficially owned by them. Unless otherwise noted, the address of each person listed below is c/o OPKO Health, Inc., 4400 Biscayne Blvd., Miami, FL 33137.
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Name and Address of Beneficial Owner | Class of Security | Amount and Nature Beneficial Ownership | Percentage of Class** | Name and Address of Beneficial Owner | Class of Security | Amount and Nature Beneficial Ownership | Percentage of Class** | ||||||||||||||||||||||||||||||||||||||
| Directors and Named Officers: | Directors and Named Officers: | ||||||||||||||||||||||||||||||||||||||||||||
Phillip Frost, M.D. CEO & Chairman of the Board | Common Stock | 229,017,822 | (1) | 33.86 | % | Phillip Frost, M.D. CEO & Chairman of the Board | Common Stock | 232,242,822 | (1) | 34.30 | % | ||||||||||||||||||||||||||||||||||
Jane H. Hsiao, Ph.D., MBA Vice Chairman of the Board & Chief Technical Officer | Common Stock | 35,139,764 | (2) | 5.23 | % | Jane H. Hsiao, Ph.D., MBA Vice Chairman of the Board & Chief Technical Officer | Common Stock | 35,464,764 | (2) | 5.27 | % | ||||||||||||||||||||||||||||||||||
Steven D. Rubin Executive Vice President – Administration and Director | Common Stock | 7,891,090 | (3) | 1.18 | % | Steven D. Rubin Executive Vice President – Administration and Director | Common Stock | 8,116,090 | (3) | 1.21 | % | ||||||||||||||||||||||||||||||||||
Adam Logal Senior Vice President and Chief Financial Officer | Common Stock | 1,079,162 | (4) | * | |||||||||||||||||||||||||||||||||||||||||
Jon R. Cohen, M.D. Senior Vice President-OPKO Health, Inc., Executive Chairman-BioReference Laboratories, Inc., and Director | Jon R. Cohen, M.D. Senior Vice President-OPKO Health, Inc., Executive Chairman-BioReference Laboratories, Inc., and Director | Common Stock | 725,000 | (4) | * | ||||||||||||||||||||||||||||||||||||||||
Adam Logal Senior Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer | Adam Logal Senior Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer | Common Stock | 1,304,162 | (5) | * | ||||||||||||||||||||||||||||||||||||||||
| Robert S. Fishel, M.D., Director | Common Stock | 4,200,728 | (5) | * | Robert S. Fishel, M.D., Director | Common Stock | 4,220,728 | (6) | * | ||||||||||||||||||||||||||||||||||||
| John A. Paganelli, Director | Common Stock | 508,515 | (6) | * | John A. Paganelli, Director | Common Stock | 508,515 | (7) | * | ||||||||||||||||||||||||||||||||||||
| Richard C. Pfenniger, Jr., Director | Common Stock | 455,000 | (7) | * | Richard C. Pfenniger, Jr., Director | Common Stock | 455,000 | (8) | * | ||||||||||||||||||||||||||||||||||||
| Richard A. Lerner, M.D., Director | Common Stock | 338,881 | (8) | * | Richard A. Lerner, M.D., Director | Common Stock | 338,881 | (9) | * | ||||||||||||||||||||||||||||||||||||
| Alice Lin-Tsing Yu, M.D., Ph.D., Director | Common Stock | 206,490 | (9) | * | Alice Lin-Tsing Yu, M.D., Ph.D., Director | Common Stock | 206,490 | (10) | * | ||||||||||||||||||||||||||||||||||||
| Richard M. Krasno, Ph.D., Director | Common Stock | 173,333 | (10) | * | Richard M. Krasno, Ph.D., Director | Common Stock | 193,333 | (11) | * | ||||||||||||||||||||||||||||||||||||
Anthony J. Japour, M.D., Director(11) | Common Stock | 1,000 | * | ||||||||||||||||||||||||||||||||||||||||||
| Prem A. Lachman, M.D., Director | Prem A. Lachman, M.D., Director | Common Stock | — | (12) | * | ||||||||||||||||||||||||||||||||||||||||
All Executive Officers and Directors as a group (11 persons) | Common Stock | 279,011,785 | 40.90 | % | |||||||||||||||||||||||||||||||||||||||||
| Roger J. Medel, M.D., Director | Roger J. Medel, M.D., Director | Common Stock | — | (13) | * | ||||||||||||||||||||||||||||||||||||||||
| All Executive Officers and Directors as a group (13 persons) | All Executive Officers and Directors as a group (13 persons) | Common Stock | 283,785,785 | 41.47 | % | ||||||||||||||||||||||||||||||||||||||||
| More than 5% Owners: | More than 5% Owners: | ||||||||||||||||||||||||||||||||||||||||||||
| Frost Gamma Investments Trust | Common Stock | 194,271,694 | (12) | 28.79 | % | Frost Gamma Investments Trust | Common Stock | 197,171,694 | (14) | 29.20 | % | ||||||||||||||||||||||||||||||||||
| Blackrock, Inc. 55 East 52nd Street New York, NY 10055 | Blackrock, Inc. 55 East 52nd Street New York, NY 10055 | Common Stock | 37,716,833 | (15) | |||||||||||||||||||||||||||||||||||||||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | Common Stock | 37,544,650 | (13) | 5.64 | % | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | Common Stock | 34,450,154 | (16) | 5.14 | % | ||||||||||||||||||||||||||||||||||
Blackrock, Inc. 55 East 52nd Street New York, NY 10055 | Common Stock | 36,122,050 | (14) | 5.40 | % | ||||||||||||||||||||||||||||||||||||||||
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* Less than 1% ** Percentages based upon 670,156,649 shares of our common stock issued and outstanding at April 26, 2021. (1) Includes 192,171,694 shares of common stock and a convertible note, which is convertible into 5,000,000 shares of common stock, held by Frost Gamma Investments Trust. Also includes options to purchase 1,875,000 5 shares of common stock exercisable within 60 days of April 26, 2021 held by Dr. Frost. Dr. Frost is |
the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma Inc. and the sole stockholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole stockholder of Frost-Nevada Corporation. The number of shares included above also includes 30,127,177 shares of common stock owned directly by Frost Nevada Investments Trust, of which the Dr. Frost is the trustee and Frost-Nevada, L.P. is the sole and exclusive beneficiary. Dr. Frost is one of fiveseven limited partners of Frost-Nevada, L.P. and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada, L.P. Does not include 2,851,830 shares of common stock held by the Phillip and Patricia Frost Philanthropic Foundation, Inc., of which Dr. Frost is one of three directors. Dr. Frost has sole voting and dispositive power over 229,017,822232,242,822 shares of the Company’s common stock.
(2) Includes a convertible note which is convertible into 1,000,000 shares of common stock. Also includes options to purchase 1,737,500 shares of common stock exercisable within 60 days of April 26, 2021. Also includes 5,127,404 shares of common stock held by Hsu Gamma Investment, L.P., for which Dr. Hsiao serves as General Partner. (3) Includes options to purchase 1,958,358 shares of common stock exercisable within 60 days of April 26, 2021. (4) Includes options to purchase 650,000 shares of common stock exercisable within 60 days of April 26, 2021. (5) Includes options to purchase 1,125,000 shares of common stock exercisable within 60 days of April 26, 2021. (6) Includes options to acquire 40,000 shares of common stock exercisable within 60 days of April 26, 2021. Also includes 4,120,728 shares of common stock held by ALSAR Ltd. Partnership, for which Dr. Fishel is the President and Chief Executive Officer. The general partner of ALSAR Ltd. Partnership is SARAL Corporation. Dr. Fishel is the sole owner and beneficiary of SARAL Corporation. (7) Includes options to acquire 140,000 shares of common stock exercisable within 60 days of April 26, 2021. Also includes 9,175 shares of common stock held by Mr. Paganelli’s spouse. (8) Includes options to acquire 190,000 shares of common stock exercisable within 60 days of April 26, 2021. (9) Includes options to acquire 140,000 shares of common stock exercisable within 60 days of April 26, 2021. Also includes 178,881 shares of common stock held by the Lerner Family Trust, for which Richard Lerner and Nicola Lerner are trustees and 20,000 shares of common stock held by Dr. Lerner’s spouse. (10) Includes options to acquire 140,000 shares of common stock exercisable within 60 days of April 26, 2021. (11) Includes options to acquire 120,000 shares of common stock exercisable within 60 days of April 26, 2021. Also includes 73,333 shares of common stock held by the Richard M. Krasno Trust, for which Richard M. Krasno is Trustee. (12) Dr. Lachman was appointed to the Board of Directors on March 1, 2021. (13) Dr. Medel was appointed to the Board of Directors on December 18, 2020. (14) Includes a convertible note which is convertible into 5,000,000 shares of common stock. The Frost Gamma Investments Trust has sole voting and dispositive power over 197,171,694 shares of the Company’s common stock. Does not include 3,068,951 shares of common stock held directly by Dr. Frost, 1,875,000 options to purchase shares of common stock exercisable within 60 days of April 26, 2021 held by Dr. Frost, 30,127,177 shares of common stock owned directly by Frost Nevada Investments Trust, and 2,851,830 shares of common stock held by the Phillip and Patricia Frost Philanthropic Foundation, Inc. (15) Based solely on information reported on Schedule 13G/A filed by the stockholder on January 29, 2021. According to the information reported in the Schedule 13G/A, BlackRock, Inc. has sole voting power over 36,598,601 shares of the Company’s common stock, shared voting power over 0 shares of the Company’s common stock, sole dispositive power over 37,716,833 shares of the Company’s common stock, and shared dispositive power over 0 shares of the Company’s common stock. (16) Based solely on information reported on Schedule 13G/A filed by the stockholder on February 10, 2021. According to the information reported in the Schedule 13G/A, The Vanguard Group has sole voting power over 0 shares of the Company’s common stock, shared voting power over 410,522 shares of the Company’s common stock, sole dispositive power over 33,692,137 shares of the Company’s common stock, and shared dispositive power over 758,017 shares of the Company’s common stock. 6 |
PROPOSAL ONE:
ELECTION OF DIRECTORS
Pursuant to the authority granted to our Board under Article III of our Amended and Restated Bylaws, the Board has fixed the number of directors constituting the entire Board at nine.twelve. All ninetwelve directors are to be elected at the Annual Meeting, each to hold office until the 20212022 annual meeting of stockholders or until his or her successor is duly elected and qualified. Each stockholder of record on April 27, 202026, 2021 is entitled to cast one vote for each share of our common stock either in favor of or against the election of each nominee, or to abstain from voting on any or all nominees. Although management does not anticipate that any nominee will be unable or unwilling to serve as a director, in the event of such an occurrence, proxies may be voted in the discretion of the persons named in the proxy for a substitute designated by the Board, unless the Board decides to reduce the number of directors constituting the Board. Each nominee shall be elected if the votes cast in favor of a nominee by the holders of shares of our common stock present or represented and entitled to vote at the Annual Meeting at which a quorum is present exceed the votes cast against a nominee.
NOMINEES FOR DIRECTOR
The following sets forth information provided by the nominees as of April 27, 2020.26, 2021. All of the nominees are currently serving as directors for the Company. All of the nominees have consented to serve if elected by our stockholders.
| Name of Nominee | Age | Year First Elected/ Nominated Director | Positions and Offices with the Company | Name of Nominee | Age | Year First Elected/ Nominated Director | Positions and Offices with the Company | |||||||||||||||||||
| Phillip Frost, M.D. | 83 | 2007 | Chairman of the Board and Chief Executive Officer | Phillip Frost, M.D. | 84 | 2007 | Chairman of the Board and Chief Executive Officer | |||||||||||||||||||
| Jane H. Hsiao, Ph.D., MBA | 72 | 2007 | Vice Chairman of the Board and Chief Technical Officer | Jane H. Hsiao, Ph.D., MBA | 73 | 2007 | Vice Chairman of the Board and Chief Technical Officer | |||||||||||||||||||
| Steven D. Rubin | 59 | 2007 | Director and Executive Vice President-Administration | Steven D. Rubin | 60 | 2007 | Director and Executive Vice President-Administration | |||||||||||||||||||
| Jon R. Cohen, M.D. | Jon R. Cohen, M.D. | 67 | 2020 | Director and Senior Vice President-OPKO Health, Inc., Executive Chairman-BioReference Laboratories, Inc. | ||||||||||||||||||||||
| Robert S. Fishel, M.D. | 58 | 2018 | Director | Robert S. Fishel, M.D. | 59 | 2018 | Director | |||||||||||||||||||
| Richard M. Krasno, Ph.D. | 78 | 2017 | Director | Richard M. Krasno, Ph.D. | 79 | 2017 | Director | |||||||||||||||||||
| Prem A. Lachman, M.D. | Prem A. Lachman, M.D. | 60 | 2021 | Director | ||||||||||||||||||||||
| Richard A. Lerner, M.D. | 81 | 2007 | Director | Richard A. Lerner, M.D. | 82 | 2007 | Director | |||||||||||||||||||
| Roger J. Medel, M.D. | Roger J. Medel, M.D. | 74 | 2020 | Director | ||||||||||||||||||||||
| John A. Paganelli | 85 | 2003 | Director | John A. Paganelli | 86 | 2003 | Director | |||||||||||||||||||
| Richard C. Pfenniger, Jr. | 64 | 2008 | Director | Richard C. Pfenniger, Jr. | 65 | 2008 | Director | |||||||||||||||||||
| Alice Lin-Tsing Yu, M.D., Ph.D. | 76 | 2009 | Director | Alice Lin-Tsing Yu, M.D., Ph.D. | 77 | 2009 | Director | |||||||||||||||||||
Phillip Frost, M.D. Dr. Frost has been the Chief Executive Officer of the Company and Chairman of the Board since March 2007. Dr. Frost serves as a director for Cocrystal Pharma, Inc. (NASDAQ GM:COCP), a biotechnology company developing new treatments for viral diseases. He has been a member of the Board of Trustees of the University of Miami since 1983 and was Chairman from 2001 to 2004. He is on the Advisory Board of the Shanghai Institute for Advanced Immunochemical Studies in China, andis a member of The Florida Council of 100 and is a trustee of the Miami Jewish Home for the Aged and serves on the Executive Committee of the Board of Mount Sinai Medical Center. He serves as Chairman of Temple Emanu-El, Governor of Tel Aviv University and is a member of the Executive Committee of The Phillip and Patricia Frost Museum of Science. Dr. Frost served as a director of Ladenburg Thalmann Financial Services Inc. from 2004 to 2006 and as Chairman from July 2006 until September 2018. Dr. Frost served as Vice Chairman of Teva Pharmaceutical Industries, Limited (NYSE:TEVA) from January 2006 until February 2015March 2010 and as Chairman from March 2010 until December 2014.February 2015. He previously served as an Expert Member of the Scientific Advisory Council of the Skolkovo Foundation in Russia. Dr. Frost previously served as Vice Chairman of Cogint, Inc., now known as Fluent, Inc. (NASDAQ:FLNT), and as a director for Castle Brands (NYSE American:ROX), Sevion Therapeutics, Inc. prior to its merger with Eloxx Pharmaceuticals, Inc.
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(NASDAQ:ELOX), and TransEnterix, Inc., now known as Asensus Surgical, Inc. (NYSE American:TRXC) ASXC). Dr. Frost had served as Chairman of the Board of Directors and Chief Executive Officer of IVAX Corporation (“IVAX”) from 1987 until its acquisition by Teva in January 2006. Dr. Frost was Chairman of the Board of Directors of Key Pharmaceuticals, Inc. from 1972
until its acquisition by Schering Plough Corporation in 1986. Dr. Frost was a Governor of the American Stock Exchange from 1992 to 2008 and Co-Vice Chairman from 2001 until its merger with the New York Stock Exchange.
Dr. Frost has successfully founded several pharmaceutical companies and overseen the development and commercialization of a multitude of pharmaceutical products. This, combined with his experience as a physician and chairman and/or chief executive officer of large pharmaceutical companies, has given him insight into virtually every facet of the pharmaceutical business and drug development and commercialization process. He is a demonstrated leader with keen business understanding and is uniquely positioned to help guide our Company through its transition from a development stage company into a successful, multinational biopharmaceutical and diagnostics company.
Jane H. Hsiao, Ph.D., MBA. Dr. Hsiao has served as Vice-Chairman and Chief Technical Officer of the Company since May 2007 and as a director since February 2007. Dr. Hsiao has served as Chairman of the Board of Non-Invasive Monitoring Systems, Inc. (OTC US:NIMU), a medical device company, since October 2008 and was named Interim Chief Executive Officer of Non-Invasive Monitoring Systems, Inc. in February 2012. Dr. Hsiao is also a director of each of TransEnterix,Asensus Surgical, Inc. (NYSE American:TRXC) ASXC), a medical device company, andcompany. Dr. Hsiao previously served as a director of Cocrystal Pharma, Inc. (NASDAQ GM:COCP), a biotechnology company developing new treatments for viral diseases. Dr. Hsiao previously served as a director ofdiseases, and Neovasc, Inc. (NASDAQ CM:NVCN), a company developing and marketing medical specialty vascular devices. Dr. Hsiao served as the Vice Chairman-Technical Affairs of IVAX from 1995 to January 2006. Dr. Hsiao served as Chairman, Chief Executive Officer and President of IVAX Animal Health, IVAX’s veterinary products subsidiary, from 1998 to 2006.
Dr. Hsiao’s background in pharmaceutical chemistry and strong technical expertise, as well as her senior management experience, allow her to play an integral role in overseeing our product development and regulatory affairs and in navigating the regulatory pathways for our products and product candidates. In addition, as a result of her role as director and/or chairman of other companies in the biotechnology and life sciences industry, she also has a keen understanding and appreciation of the many regulatory and development issues confronting pharmaceutical and biotechnology companies.
Steven D. Rubin. Mr. Rubin has served as Executive Vice President – Administration since May 2007 and as a director of the Company since February 2007. Mr. Rubin currently serves on the board of directors of Red Violet, Inc. (NASDAQ CM:RDVT), a software and services company, Non-Invasive Monitoring Systems, Inc. (OTC US:NIMU), a medical device company, Cocrystal Pharma, Inc. (NASDAQ GM:COCP), a publicly traded biotechnology company developing new treatments for viral diseases, Eloxx Pharmaceuticals, Inc. (NASDAQ:ELOX), a clinical stage biopharmaceutical company dedicated to treating patients suffering from rare and ultra-rare disease caused by premature termination codon nonsense mutations, Neovasc, Inc. (NASDAQ CM:NVCN), a company that develops and markets medical specialty vascular devices, and ChromaDex Corp. (NASDAQ CM:CDXC), a science-based, integrated nutraceutical company devoted to improving the way people age. Mr. Rubin previously served as a director of VBI Vaccines, Inc. (NASDAQ CM:VBIV), a biopharmaceutical company developing next generation vaccines, BioCardia, Inc.(NASDAQ GS: BCDA), a clinical-stage regenerative medicine company developing novel therapeutics for cardiovascular diseases, Cogint, Inc. (NASDAQ GM:COGT), now known as Fluent, Inc. (NASDAQ:FLNT), an information solutions provider focused on the data-fusion market, prior to the spin-off of its data and analytics operations and assets into Red Violet, Inc., Kidville, Inc. (OTCBB:KVIL), which operatesoperated large, upscale facilities, catering to newborns through five-year-old children and their families, and offers a wide range of developmental classes for newborns to five-year-olds, Sevion Therapeutics, Inc., prior to its merger with Eloxx Pharmaceuticals, Inc., Dreams, Inc. (NYSE American:DRJ), a vertically integrated sports licensing and products company, SciVac Therapeutics, Inc. prior to its merger with VBI Vaccines, Inc., Tiger X Medical, Inc. prior to its merger with BioCardia, Inc., and Castle Brands, Inc. (NYSE American:ROX), a developer and marketer of premium brand spirits. Mr. Rubin also served as the Senior Vice President, General Counsel and Secretary of IVAX from August 2001 until September 2006.
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Mr. Rubin brings extensive leadership, business, and legal experience, as well as tremendous knowledge of our business and the pharmaceutical industry generally, to the Board. He has advised pharmaceutical companies in several aspects of business, regulatory, transactional, and legal affairs for more than 25 years. His experience as apracticing lawyer, general counsel, management executive and board member to multiple public companies,
including several pharmaceutical and life sciences companies, has given him broad understanding and expertise, particularly relating to strategic planning and acquisitions.
Jon R. Cohen, M.D. Dr. Cohen has served as Senior Vice President of the Company and Executive Chairman of BioReference Laboratories, Inc. (“BioReference”) since January 2019 and as a director since July 2020. Dr. Cohen previously served for nearly a decade as a senior executive at Quest Diagnostics Incorporated (“Quest Diagnostics”). Prior to his tenure at Quest Diagnostics, he served as Chief Policy Advisor for Governor David Paterson and for six years as Chief Medical Officer for Northwell Health. Dr. Cohen is a vascular surgeon, having completed his residency in surgery at New York Presbyterian Hospital/Weill Cornell Medical Center and vascular surgery fellowship at the Brigham and Women’s Hospital at Harvard Medical School. He has published over 100 peer-reviewed professional articles.
Dr. Cohen brings a wealth of operational and industry knowledge that we believe will prove invaluable to the Company as it executes its strategy.
Robert S. Fishel, M.D. Dr. Fishel has served on the Company’s Board of Directors since April 2018. Dr. Fishel serves as a director of several private companies. He is a director, founder, Chief Executive Officer and founderPresident of Florida Electrophysiology Associates, a premiere medical practice specializing in cardiac rhythm disorders and has beenone of the Chief Executive Officer and President since 1997.largest cardiac electrophysiology group in the Southeastern United States. He has also served as a director and senior managing partner of Renaissance Properties, a multi-faceted real estate development firm, since 1989, a director and founding partner of Catalyst Development Partners, a real estate development firm focused on multifamily acquisition and development opportunities, since 2009, a director and president of ALSAR Ltd Partnership, an investment partnership with investments in public equities, debt and derivatives, since 1996, and as a director, founder, and Chief Medical Officer of NewPace, Ltd., a company engaged in the research and development of medical equipment, including a novel implantable subcutaneous string defibrillator (ISSD) for preventing sudden cardiac death, since 2012. Dr. Fishel is the director of cardiac electrophysiology at JFK Medical Center in West Palm Beach, Florida and co-director of national electrophysiology research for the Hospital Corporation of America’s Cardiovascular Research Council. Dr. Fishel is also the founder and CEO of ACT Pharmaceuticals, a company engaged in the development of a novel suite of products designed to treat various common serious cardiac arrhythmias. Dr. Fishel is the founder and managing partner of VitalVest Partnership, a partnership engaged in investments in the medical device industry/
Dr. Fishel’s business background and his training and experience as a practicing physician are valuable in our efforts in the field of biotechnology. The insight he has gained as a practicing physician and from his investment and management experience with a number of business ventures will help drive the Company’s commercial efforts and strategic direction.
Richard M. Krasno, Ph.D. Dr. Krasno has served on the Company’s Board of Directors since February 2017. Dr. Krasno has been a private investor in companies for the past five (5) years. Dr. Krasno also served as the executive director of the William R. Kenan, Jr. Charitable Trust (the “Trust”) from 1999 to 2014, and from 1999 to 2010, as President of the four affiliated William R. Kenan, Jr. Funds. Prior to joining the Trust, Dr. Krasno was the President of the Monterey Institute of International Studies in Monterey, California. From 2004 to 2012, Dr. Krasno also served as a Director of the University of North Carolina Health Care System and served as chairman of its board of directors from 2009 to 2012. From 1981 to 1998, he served as President and Chief Executive Officer of the Institute of International Education in New York. He also served as Deputy Assistant Secretary of Education in Washington, D.C. from 1979 to 1980. Dr. Krasno currently serves as a director of BioCardia, Inc. (NASDAQ GS: BCDA). He previously served as a director of Ladenburg Thalmann (NYSE American:LTS) and Castle Brands, Inc. (NYSE American:ROX). Dr. Krasno holds a Bachelor of Science from the University of Illinois and a Ph.D. from Stanford University.
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Dr. Krasno’s pertinent skills and experience, including his financial literacy and expertise, managerial experience and the knowledge he has attained through his service as a director of publicly-traded corporations have added and will continue to add valuable insight to our Board on a wide range of business and operational issues.
Prem A. Lachman. M.D. Dr. Lachman was appointed to the Company’s Board of Directors on March 1, 2021. Dr. Lachman is a healthcare investment manager with more than 35 years of experience in portfolio management, biopharmaceutical investment research and healthcare investment banking. Additionally, Dr. Lachman is supported by a foundation in medicine and gastroenterology research. Dr. Lachman founded Maximus Capital, LLC in 2001 and currently serves as its general partner. Dr. Lachman previously served as the general partner of The Galleon Group from 1998 to 2001 and as Managing Director, Investment Research at Goldman Sachs & Co. from 1989 to 1998. Dr. Lachman is a Directors Council board member of the New York Museum of Modern Art, a patron of the New York Metropolitan Opera, and a board member of the Department of Surgery at Mount Sinai Medical Center in New York.
With his significant experience in the healthcare and investment management, Dr. Lachman brings unique and interesting skills to the Board which we anticipate will be significant to the Company’s financial operations.
Richard A. Lerner, M.D. Dr. Lerner has served on the Company’s Board of Directors since March 2007. Dr. Lerner served as President of The Scripps Research Institute, a private, non-profit biomedical research organization, from 1986 until 2012 and is currently serving as Institute Professor. Dr. Lerner is a member of numerous scientific associations, including the National Academy of Science and the Royal Swedish Academy of Sciences. Dr. Lerner serves as director of Intra-Cellular Therapies, Inc. (NASDAQ:ITCI), a biotechnology company. He previously served as a director of Kraft Foods, Inc., Teva and Sequenom, Inc. and on the Advisory Board for Molecular Medicine of Siemens AG.
As a result of Dr. Lerner’s long tenure as president of a major biomedical research organization, he provides valuable business, scientific, leadership, and management expertise that helps drive strategic direction and expansion at OPKO. His experience and training as a physician and a scientist enables him to bring valuable advice to the Board, including a critical perspective on drug discovery and development and provide a fundamental understanding of the potential pathways contributing to disease.
Roger J. Medel, M.D. Dr. Medel has served on the Company’s Board of Directors since December 2020. Dr. Medel is the co-founder of MEDNAX, Inc. (NYSE:MD), a national health solutions partner comprised of the nation’s leading providers of physician services, and has served as a director of MEDNAX since 1979. Dr. Medel served as MEDNAX’s President from 1979 until May 2000 and again from March 2003 until May 2004. He served as Chief Executive Officer of MEDNAX from 1979 until December 2002, and again from March 2003 until July 2020 when he retired. Dr. Medel has served as a member of the Board of Trustees of the Dana Farber Cancer Institute, Inc. since January 2016. He was a member of the Board of Trustees of the University of Miami from January 2004 to February 2012. Dr. Medel actively participates as a member of several medical and professional organizations and from June 2006 to April 2009, served on the Board of Directors of MBF Healthcare Acquisition Corp.
As the former Chief Executive Officer and founder of a major public healthcare company, Dr. Medel’s experience aligns with the goals of the Company and his role as a director.
John A. Paganelli. Mr. Paganelli has served on the Company’s Board of Directors since December 2003. Mr. Paganelli served as the Company’s Interim Chief Executive Officer and Secretary from June 29, 2005 through
March 27, 2007, the Company’s Interim Chief Financial Officer from June 29, 2005 through July 1, 2005, and Chairman of our Board from December 2003 through March 27, 2007. Mr. Paganelli served as President and Chief Executive Officer of Transamerica Life Insurance Company of New York from 1992 to 1997. Since 1987, Mr. Paganelli has been a partner in RFG Associates, a financial planning organization. Mr. Paganelli is also the Managing Partner of Pharos Systems Partners, LLC, an investment company, and he is Chairman of the Board of Pharos Systems International, a software company. He was Vice President and Executive Vice President of PEG Capital Management, an investment advisory organization, from 1987 until 2000. Mr. Paganelli also serves as a director of Western New York Energy, LLC and was on the Board of Trustees of Paul Smith’s College from 2011 to 2019.
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With his significant experience in investment management and operations, Mr. Paganelli is able to add valuable expertise and insight to our Board on a wide range of operational and financial issues. As one of the longest tenured members of our Board, he also has substantial knowledge and familiarity regarding our historical operations.
Richard C. Pfenniger, Jr. Mr. Pfenniger is a private investor and has served as a director of the Company since January 2008. Mr. Pfenniger served as Interim CEO of Vein Clinics of America, Inc., a privately held company that specializes in the treatment of vein disease, from May 2014 to February 2015 and as Interim CEO of IntegraMed America, Inc., a privately held company that manages outpatient fertility medical centers, from January 2013 to June 2013. He served as Chief Executive Officer and President for Continucare Corporation, a provider of primary care physician and practice management services, from 2003 until 2011, and served as Chairman of the Board of Directors of Continucare Corporation from 2002 until 2011. Previously, Mr. Pfenniger served as the Chief Executive Officer and Vice Chairman of Whitman Education Group, Inc. from 1997 through June 2003. Prior to joining Whitman, he served as the Chief Operating Officer of IVAX from 1994 to 1997, and, from 1989 to 1994, he served as the Senior Vice President-Legal Affairs and General Counsel of IVAX Corporation. Prior thereto he was engaged in the private practice of law. Mr. Pfenniger currently serves as a director of GP Strategies Corporation (NYSE:GPX), a corporate education and training company, TransEnterix,and Asensus Surgical, Inc. (NYSE American:TRXC) ASXC), a medical device company, BioCardia, Inc. (NASDAQ GS: BCDA), clinical-stage regenerative medicine company developing novel therapeutics for cardiovascular diseases, and IntegraMed America, Inc. , a private specialty healthcare services company offering products and services to patients and providers in the fertility and vein care segments of the health industry.company. He also serves as the Vice Chairman of the Board of Trustees and as a member of the Executive Committee of the Phillip and Patricia Frost Museum of Science. Mr. Pfenniger previously served as a director of BioCardia, Inc. (NASDAQ GS: BCDA), clinical-stage regenerative medicine company developing novel therapeutics for cardiovascular diseases, IntegraMed America, Inc., a private specialty healthcare services company offering products and services to patients and providers in the fertility and vein care segments of the health industry, Vein Clinics of America and Wright Investors’ Services Holdings, Inc. (OTC US:WISH), an investment management and financial advisory firm.
As a result of Mr. Pfenniger’s multi-faceted experience as chief executive officer, chief operating officer and general counsel, he is able to provide valuable business, leadership, and management advice to the Board in many critical areas. In addition, Mr. Pfenniger’s knowledge of the pharmaceutical and healthcare business has given him insights on many aspects of our business and the markets in which we operate. Mr. Pfenniger also brings financial expertise to the Board, including through his service as Chairman of our Audit Committee.
Alice Lin-Tsing Yu, M.D., Ph.D. Dr. Yu has served on the Company’s Board of Directors since April 2009. She has been a Professor of Pediatrics for the University of California in San Diego since 1994. Previously, she was the Chief of Pediatric Hematology Oncology at the University of California in San Diego. From 2003 to May 2013, Dr. Yu served as a Distinguished Research Fellow and Associate Director at the Genomics Research Center, Academia Sinica, in Taiwan. Dr. Yu has also served in several government-appointed advisory positions and is a member of numerous scientific committees and associations. She has been a long-time member of the Children’s Oncology Group in the United States, serving on the Steering Committee of Neuroblastoma. She was honored with the Pediatric Oncology Award by the American Society of Clinical Oncology (ASCO) in 2020.
Dr. Yu is an accomplished physician, professor, and researcher who brings a unique perspective to our Board on a variety of healthcare related issues. As a pioneer in immunotherapy of neuroblastoma, Dr. Yu was instrumental in developing a monoclonal anti-GD2 (Dinutuximab) from IND through early phase studies and phase III trials, and facilitating its FDA approval on March 10, 2015. The insight and experience gained from her distinguished record of achievement at several highly respected academic medical institutions, as well as her experience as a practicing
physician, continue to be valuable to our efforts to develop and commercialize our pipeline of diagnostic and therapeutic products.
OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL NOMINEES NAMED ABOVE.
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Identification of Executive Officers
Our Executive Officers are Phillip Frost, Jane H. Hsiao, and Steven Rubin, and Jon R. Cohen, for whom age, title and biographical information is included above under “Nominees for Election of Directors”, as well as Adam Logal, whose age, title and biographical information are set forth below:
| Name of Executive Officer | Age | Position and Offices with the Company | ||||||||||||
| Adam Logal | Senior Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer | |||||||||||||
Adam Logal. Mr. Logal has served as OPKO’s Senior Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer since March 2014, Vice President of Finance, Chief Accounting Officer and Treasurer from July 2012 until March 2014, and Director of Finance, Chief Accounting Officer and Treasurer from March 2007 until July 2012. In addition, Mr. Logal has also served as President of GeneDx, a subsidiary of OPKO, since July 2020. He currently serves as chairman of the board of directors of Xenetics Biosciences, Inc. (NASDAQ CM:XBIO), a clinical-stage biopharmaceutical company focused on discovery, research and development of next-generation biologic drugs and novel orphan oncology therapeutics. He previously served on the board of directors of VBI Vaccines, Inc. (NASDAQ:VBIV) from April 2014 until 2018. From 2002 to 2007, Mr. Logal served in senior management of Nabi Biopharmaceuticals, a publicly traded, biopharmaceutical company engaged in the development and commercialization of proprietary products. Mr. Logal held various positions of increasing responsibility at Nabi Biopharmaceuticals, last serving as Senior Director of Accounting and Reporting.
Identification of Certain Other Officers
Set forth below are certain other officers important to our organization and biographical information for each of them:
Charles W. Bishop, PhD. Dr. Bishop, age 68,69, has served as Chief Executive Officer of OPKO Renal since the acquisition of Cytochroma Inc. in March 2013. Dr. Bishop was responsible for the successful development and FDA approval of Rayaldee (calcifediol) Extended-Release Capsules. Dr. Bishop had served as President and Chief Executive Officer of Cytochroma since June 2006. Dr. Bishop co-founded Proventiv Therapeutics, LLC in September 2005 where he served as President until June 2006 when Proventiv and its lead drug, Rayaldee™, were acquired by Cytochroma. During the period from September 1987 to June 2005, Dr. Bishop held various senior management positions at Bone Care International, Inc. (“Bone Care”), a public specialty pharmaceutical company focused on developing and commercializing vitamin D hormone therapies. Dr. Bishop’s positions with Bone Care included President, Chief Executive Officer, Director, Executive Vice President of Research and Development, and Chief Scientific Officer. Bone Care was acquired for $720 million by Genzyme Corporation in July 2005. Prior to joining Bone Care, Dr. Bishop held various management positions in the Health Care Division of the Procter & Gamble Company. Dr. Bishop completed a four-year National Institutes of Health Postdoctoral Fellowship in vitamin D Biochemistry at the University of Wisconsin-Madison and received his PhD degree in Nutritional Biochemistry from Virginia Polytechnic Institute and State University, after earning an undergraduate degree in Chemistry from the University of Virginia.
Tony Cruz, Ph.D. Dr. Cruz, age 66,67, joined OPKOthe Company in August 2016 as Chief Executive Officer, Transition Therapeutics, Inc., at the time of our acquisition of Transition Therapeutics, Inc., a NASDAQ and TSX publicly traded company. Dr. Cruz had served as the Chairman and Chief Executive Officer of Transition Therapeutics, Inc. from 1998 to 2016. Dr. Cruz co-founded Angiotech Pharmaceuticals Inc., which developed the Taxol-coated stent for cardiovascular restenosis marketed by Boston Scientific. He served as Vice-President of Research from 1991 to
1996 and as a member of the Board of Directors from 1991 to 1995. Dr. Cruz was a founding member and served as the Scientific Director and CEO of the Canadian Arthritis Network, a Network Centers of Excellence. Dr. Cruz has established numerous partnerships with large pharmaceutical companies, biotech companies, and the investment community in the biotech sector over the last 25 years. Dr. Cruz also had a successful academic career from 1987 to 2008 with over 150 publications.
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Geoff Monk. Mr. Monk, age 64,65, joined the Company in May 2018 as General Manager of BioReference. He was promoted to President in early 2019. Mr. Monk is a highly accomplished professional with international operational, business strategy and technical experience in healthcare and high volume and high technology industries. He previously served as Vice President of Operations for the East Region at Quest Diagnostics, following a time when he was the Managing Director for their New York/New Jersey region. Earlier in his healthcare career, Mr. Monk served as Vice President Global Engineering and Vice President Operations for New Jersey/Puerto Rico at Schering-Plough. Prior to this, he held positions of increasing responsibility for GlaxoWellcome, including in engineering and operations. He is an engineer by training and has led teams to create facilities in many countries including Japan, Singapore, Brazil and most European nations. Mr. Monk received his M.A. in Engineering from Cambridge University.
CORPORATE GOVERNANCE
Our common stock is listed on the NASDAQ Global Select Market (“NASDAQ”) and trades under the symbol “OPK”. Additionally, our common stock is listed on the Tel-Aviv Stock Exchange. Pursuant to the Company’s Amended and Restated Bylaws and the Delaware General Corporation Law, our business and affairs are managed under the direction of our Board. Directors are kept informed of the Company’s business through discussions with management, including our Chief Executive Officer, Chief Financial Officer, and other senior officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees.
The Company has adopted a Code of Business Conduct and Ethics that applies to all employees, officers, and directors of the Company. The Code of Business Conduct and Ethics is available on our website: www.opko.com under Investor Relations. If the Company makes any substantive amendments to, or grants a waiver (including an implicit waiver) from a provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we will disclose such amendment or waiver on our website.
Director Independence
In evaluating the independence of each of our directors and director nominees, the Board considers transactions and relationships between each director or nominee, or any member of his or her immediate family, and the Company and its subsidiaries and affiliates. The Board also examines transactions and relationships between directors and director nominees or their known affiliates and members of the Company’s senior management and their known affiliates. The purpose of this review is to determine whether any such relationships or transactions are inconsistent with a determination that the director is independent under applicable laws and regulations and NASDAQ listing standards. The Board has affirmatively determined that a majority of our directors, including Messrs. John A. Paganelli, and Richard C. Pfenniger, Jr., and Drs. Robert S. Fishel, Anthony J. Japour, Richard M. Krasno, Prem A. Lachman, Richard A. Lerner, Roger J. Medel and Alice Lin-Tsing Yu, were “independent” directors within the meaning of the listing standards of NASDAQ and applicable law. In making the independence determinations, the Board considered a number of factors and relationships, including without limitation: (i) Dr. Frost’s prior service as Chairman of the Board of Ladenburg Thalmann Financial Services Inc., an entity for which Dr. Krasno served as a member of the Board of Directors until February 14, 2020 and in which Dr. Frost previously held up to 36.5% of its issued and outstanding shares; (ii) Drs. Frost’s and Krasno’s and Mr. Rubin’s service as members of the Board of Directors of Castle Brands, Inc. until October 2019, an entity in which Dr. Frost beneficially owned more than ten percent (10%); (iii) Mr. Pfenniger’s prior service and Dr. Krasno’s service as members of the Board of Directors of BioCardia, Inc., formerly Tiger X Medical, Inc., an entity in which Dr. Frost beneficially owns more than ten percent (10%); (iv) Mr. Rubin’s previous service as Interim Chief Executive Officer and Interim Chief Financial Officer and as a member of the
Board of Directors of Tiger X Medical, Inc. until its merger with BioCardia, Inc. in October 2016; (v) the Company’s investments in Zebra Biologics, Inc. (“Zebra”), an entity for which Dr. Lerner is the founder and currently serves as a director and scientific advisor and Dr. Frost currently serves as a director; (vi) Dr. Frost’s and Mr. Pfenniger’s service on the Board of Trustees and Mr. Pfenniger’s service as Vice Chairman of the Executive Committee of the Board of the Frost Museum of Science, an entity in which the Company has contributed an aggregate of $1 million; (vii) Dr. Hsiao’s prior service and (vii) Drs.Dr. Frost’s Hsiao’s and Japour’s and Mr. Rubin’s service as members of the Board of Directors of Cocrystal Pharma, Inc. (“COCP”), an entity in which Dr. Frost beneficially
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owns 7.8%, Drs. Hsiao and Lerner and Mr. Rubin own less than 1%, and the Company owns 5.6%.; (viii) Dr. Medel’s previous service from January 2004 to February 2012 on the Board of Trustees of the University of Miami on which Dr. Frost has served as member since 1983 and is the past Chairman; (ix) Dr. Medel’s service as a member of the Board of Directors of MEDNAX, Inc., an entity in which Dr. Pascal J. Goldschmidt, a former director of the Company (2007-2011), also served as a member of the Board of Directors from March 2006 until July 2020; and (x) the joint venture to which the Company’s subsidiary, GeneDx, Inc. and Mednax Services, Inc., a subsidiary of MEDNAX, Inc., are parties.
Board Leadership Structure
The Company is led by Dr. Frost, who has served as Chief Executive Officer and Chairman of the Board since March 2007. SevenEight of our current directors satisfy NASDAQ independence requirements. Our Board also includes twothree management directors other than Dr. Frost. The Company has formally identified Mr. Pfenniger as the lead independent director. Independent directors also head each of our Board’s standing committees — the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee, and the Independent Investment Committee. A chairman has not yet been appointed for the Succession Committee. Each of the committees is composed solely of independent directors.
Although the Board does not have a formal policy on whether the roles of Chief Executive Officer and Chairman of the Board should be separated, we believe that our current Board leadership structure is suitable for us. The Chief Executive Officer is the individual selected by the Board to manage our Company on a day to day basis, and his direct involvement in our business operations makes him best positioned to lead productive Board strategic planning sessions and determine the time allocated to each agenda item in discussions of our Company’s short- and long-term objectives.
Board Role in Risk Oversight
The Board’s role in the risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, and strategic and reputational risks. In connection with its reviews of the operations of the Company’s business units and corporate functions, the Board considers and addresses the primary risks associated with those units and functions. Our full Board regularly engages in discussions of the most significant risks that the Company is facing and how these risks are being managed.
In addition, each of the Board’s committees, and particularly the Audit Committee, plays a role in overseeing risk management issues that fall within each committee’s areas of responsibility as described below under the heading “Standing Committees of the Board of Directors.” Senior management reports on at least a quarterly basis to the Audit Committee on the most significant risks facing the Company from a cybersecurity and financial reporting perspective and highlights any new risks that may have arisen since the Audit Committee last met. The Audit Committee also meets regularly in executive sessions with the Company’s independent registered public accounting firm and reports any findings or issues to the full Board. In performing its functions, the Audit Committee and each standing committee of the Board have full access to management, as well as the ability to engage advisors. The Board receives regular reports from each of its standing committees regarding each committee’s particularized areas of focus.
Meetings and Committees of the Board of Directors
Our Board met eightnine times and took action by written consent on one occasionfive occasions during fiscal 2019.2020. In fiscal 2019,2020, all incumbent directors attended 88% or more of the Board meetings and meetings of the committees on which they served.served, excluding Dr. Anthony Japour who was not nominated for reelection at the 2020 Annual Meeting of Stockholders.
Although we encourage each member of our Board to attend our annual meetings of stockholders, we do not have a formal policy requiring the members of our Board to attend. All then current members of our Board attended the annual meeting of stockholders held in fiscal 2019.2020.
Executive Sessions; Presiding Director
Our non-management directors meet separately from the Board on a regular basis. Our independent directors meet in executive session from time to time as needed, but not less than twice annually. Our lead independent director generally leads the executive sessions for meetings of the non-management or independent directors. Alternatively, our non-management or independent directors, as applicable, may choose a presiding director by majority vote for each session. The lead independent director or presiding director, as the case may be, would be responsible for, among other things, presiding at the executive session for which he or she is chosen to serve and apprising the Chairman of the issues considered at such meetings.
Standing Committees of the Board of Directors
Our Board maintains several standing committees, including a Compensation Committee, a Nominating and Governance Committee, an Independent Investment Committee, a Succession Committee, and a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, and the rules and regulations promulgated thereunder. These committees and their functions are described below. Our Board may also establish various other committees to assist it in its responsibilities. Our Board has adopted a written charter for each of its standing committees. The full text of each charter is available on our website at http://www.opko.com.
The following table shows the current members (indicated by an “X” or “Chair”) of each of our standing Board committees:
| Audit | Compensation | Corporate Governance and Nominating | Independent Investment | Succession | ||||||||||||||||||||||||||||
| Phillip Frost, M.D. | — | — | — | — | — | |||||||||||||||||||||||||||
| Jane H. Hsiao, Ph.D., MBA | — | — | — | — | — | |||||||||||||||||||||||||||
| Steven D. Rubin | — | — | — | — | — | |||||||||||||||||||||||||||
| Jon R. Cohen, M.D. | — | — | — | — | — | |||||||||||||||||||||||||||
| Robert S. Fishel, M.D. | — | X | — | Chair | X | |||||||||||||||||||||||||||
| Richard M. Krasno, Ph.D. | X | X | — | X | X | |||||||||||||||||||||||||||
| Prem A. Lachman, Ph.D. | X | — | — | X | — | |||||||||||||||||||||||||||
| Richard A. Lerner, M.D. | — | Chair | X | — | X | |||||||||||||||||||||||||||
| Roger J. Medel, M.D. | — | X | X | — | — | |||||||||||||||||||||||||||
| John A. Paganelli | X | — | Chair | X | — | |||||||||||||||||||||||||||
| Richard C. Pfenniger, Jr. | Chair | — | — | — | X | |||||||||||||||||||||||||||
| Alice Lin-Tsing Yu, M.D., Ph.D. | — | — | — | — | — | |||||||||||||||||||||||||||
Audit Committee
Our Audit Committee oversees our corporate accounting and financial reporting process. Our Audit Committee met ninefive times and took action by written consent on one occasion during fiscal 2019.2020. The responsibilities of our Audit Committee are set forth in a written charter adopted by our Board of Directors and are reviewed and reassessed on an annual basis by the Audit Committee. Among other things, our Audit Committee:
•appoints, compensates, retains, and oversees the work of our independent registered public accounting firm;
• approves the retention of our independent registered public accounting firm to perform any proposed permissible non-audit services;
• reviews our systems of internal controls established for finance, accounting, legal, compliance, and ethics;
• reviews our accounting and financial reporting processes;
• provides for effective communication between our Board of Directors, our senior and financial management, and our independent registered public accounting firm;
• discusses with management and our independent registered public accounting firm the results of our annual audit and the review of our quarterly financial statements;
• reviews the audits of our financial statements;
• implements a pre-approval policy for certain audit and non-audit services performed by our registered independent public accounting firm;
• reviews risks relating to financial statements, auditing and financial reporting process, key credit risks, liquidity risks and market risks;
• discusses policies with respect to risk assessment and risk management and reports to our Board of Directors;
• establishes procedures for receipt, retention, and treatment of complaints regarding accounting, internal controls, or auditing matters; and
• reviews and approves any related party transactions that we are involved in.
Our Audit Committee is composed of Messrs. Pfenniger (Chairman) and Paganelli, and Drs. JapourKrasno and Krasno. Lachman.Our Board of Directors has determined that Mr. Pfenniger, who is independent (as independence for audit committee members is defined in NASDAQ listing standards and applicable Securities and Exchange Commission (“SEC”) rules), is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. Dr. Lachman was appointed to the Audit Committee on April 21, 2021. Dr. Japour served on the Audit Committee until June 25, 2020.
Compensation Committee
Our Compensation Committee reviews and approves, on behalf of the Board, (i) annual salaries, bonuses, and other compensation for our executive officers, and (ii) employee benefit plans for our employees and executive officers. Our Compensation Committee recommends to the Board for approval, (i) compensation for the Company’s directors, and (ii) incentive compensation plans, equity plans and deferred compensation plans. Our Compensation Committee also oversees our compensation policies and practices. Our Compensation Committee met eightfive times and took action by written consent on one occasion during fiscal 2019.2020. Our Compensation Committee may from time to time establish a subcommittee to perform any action required to be performed by a committee of “non-employee“non-
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employee directors” pursuant to Rule 16b-3 under the Exchange Act and “outside directors” pursuant to Rule 162(m) under the Internal Revenue Code (the “Code”).
Our Compensation Committee also performs the following functions related to executive compensation:
• reviews and approves the annual salary, bonus, stock options, and other benefits, direct and indirect, of our executive officers, including our Chief Executive Officer;
• reviews and recommends new executive compensation programs and reviews the operation and efficacy of our executive compensation programs;
• establishes and periodically reviews policies in the area of senior management perquisites;
• reviews and approves material changes in our employee benefit plans; and
• administers our equity compensation and employee stock purchase plans.
The Compensation Committee relies heavily on the recommendations of our Chief Executive Officer concerning compensation actions for our other executive officers, other than himself; and the Compensation Committee may engage compensation consultants if the Compensation Committee deemsas it may deem appropriate. In deciding upon the appropriate level of compensation for our executive officers, the Compensation Committee also reviews our compensation programs relative to our strategic objectives and market practice and other changing business and market conditions. To date, neither the
Compensation Committee nor management has engaged a compensation consultant in determining or recommending the amount or form of director or officer compensation.
Our Compensation Committee is composed of Drs. Lerner (Chairman), Fishel, Krasno, and Medel. Dr. Medel was appointed to the Compensation Committee on April 21, 2021. Dr. Japour and Krasno. served on the Compensation Committee until June 25, 2020. We believe that the composition and functioning of our Compensation Committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, the NASDAQ, and the SEC’s rules and regulations, including those regarding the independence of our Compensation Committee members.
Compensation Committee Interlocks and Insider Participation
Drs. Richard A. Lerner, Robert S. Fishel and Richard M. Krasno served on the Company’s Compensation Committee during fiscal 2019.2020. Dr. Anthony Japour was appointed toalso served on the Compensation Committee on January 6,until June 25, 2020. None of the individuals serving on the Compensation Committee during fiscal 20192020 were at any time during fiscal 2019,2020, an officer or employee of the Company and none have served as an officer of the Company. No member of the Compensation Committee had any relationship with the Company or any of its subsidiaries during fiscal 20192020 pursuant to which disclosure would be required under applicable SEC rules pertaining to the disclosure of transactions with Related Persons (as defined below). During fiscal 2019,2020, none of our executive officers or directors was a member of the board of directors of any other company where the relationship would be considered a compensation committee interlock under SEC rules.
Corporate Governance and Nominating Committee
Our Corporate Governance and Nominating Committee’s responsibilities include the selection of potential candidates for our Board, making recommendations to our Board concerning the structure and membership of the other Board committees, and considering director candidates recommended by others, including our Chief Executive Officer, other Board members, third parties, and stockholders. Our Corporate Governance and Nominating Committee is composed of Mr. Paganelli (Chairman) and Drs. Lerner and Medel. Dr. Lerner.Medel was appointed to the Corporate Governance and Nominating Committee on April 21, 2021. Our Corporate Governance and Nominating Committee met one timefour times and took action by written consent on one occasion during fiscal 2019.2020. We believe that the composition of our Corporate Governance and Nominating Committee complies with applicable requirements of the Sarbanes-Oxley Act of 2002, the NASDAQ, and the SEC’s rules and regulations, including those regarding the independence of our Corporate Governance and Nominating Committee members.
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The Corporate Governance and Nominating Committee identifies director nominees through a combination of referrals, including by existing members of the Board, management, third parties, stockholders, and direct solicitations, where warranted. Once a candidate has been identified, the Corporate Governance and Nominating Committee reviews the individual’s experience and background, and may discuss the proposed nominee with the source of the recommendation. The Corporate Governance and Nominating Committee believes it to be appropriate for committee members to interview the proposed nominee before making a final determination on whether to recommend the individual as a nominee to the entire Board to stand for election to the Board. The Committee does not plan to evaluate candidates identified by the Corporate Governance and Nominating Committee differently from those recommended by a stockholder or otherwise.
The Corporate Governance and Nominating Committee recommended to the Board that it nominate each of the director nominees for election at the 20202021 Annual Meeting.
Independent Investment Committee
Our Board of Directors established the Independent Investment Committee in February 2019. The Independent Committee’s purpose is (i) to review, approve, and monitor the acquisition, disposition, voting, exercise, conversion, exchange of, and other transactions related to the Company’s minority investments, (ii) appoint members of the Company’s management investment committee, which makes recommendations to the Independent Investment Committee regarding such investments, and (iii) to provide oversight over the Company’s minority investment programs.
The Independent Investment Committee’s responsibilities include monitoring and approving acquisitions and dispositions of certain strategic minority investments, overseeing the Company’s compliance with Section 13 and
Section 16 of the Exchange Act as it relates to the minority investments and executing other responsibilities delegated to it by the Board, consistent with the Company’s Amended and Restated Bylaws and applicable laws. Our Independent Investment Committee is composed of Drs. Fishel (Chairman), Krasno, and KrasnoLachman and Mr. Paganelli, each of whom is independent under NASDAQ rules. Dr. Lachman was appointed to the Independent Investment Committee on April 21, 2021. Our Independent Investment Committee met fourtwo times and took action by email consent on one occasion during fiscal 2019.2020.
Succession Committee
Our Board of Directors established the Succession Committee in June 2019. The Succession Committee’s purpose is to assist the Board in the performance of its responsibilities relating to succession planning for the chief executive officer and other members of senior management. Our Succession Committee is composed of Drs. Fishel, Krasno and Lerner, and Mr. Pfenniger, each of whom is independent under NASDAQ rules. Our Succession Committee met three timesone time during fiscal 2019.2020.
Director Selection Criteria
The Corporate Governance and Nominating Committee reviews and makes recommendations to the Board regarding the appropriate qualifications, skills, and experience expected of individual members and of the Board as a whole with the objective of having a Board with sound judgment and diverse backgrounds and experience to represent stockholder interests.
The Corporate Governance and Nominating Committee believes that nominees for election to the Board should possess sufficient business or financial experience and a willingness to devote the time and effort necessary to discharge the responsibilities of a director. This experience can include, but is not limited to, service on other boards of directors or active involvement with other boards of directors, experience in the industries in which the Company conducts its business, audit and financial expertise, clinical experience, operational experience, or a scientific or medical background. The Corporate Governance and Nominating Committee does not believe that nominees for election to the Board should be selected through mechanical application of specified criteria. Rather, the Corporate Governance and Nominating Committee believes that the qualifications and strengths of individuals should be
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considered in their totality with a view to nominating persons for election to the Board whose backgrounds, integrity, and personal characteristics indicate that they will make a positive contribution to the Board.
While we do not have a formal diversity policy with respect to Board composition, the Board believes it is important for the Board to have diversity of knowledge base, professional experience and skills, and the Corporate Governance and Nominating Committee takes these qualities into account when considering director nominees for recommendation to the Board.
Stockholder Nominations
The Corporate Governance and Nominating Committee does not have a written policy with regard to consideration of director candidates recommended by stockholders. Nevertheless, it is the Corporate Governance and Nominating Committee’s policy to consider director candidates recommended by stockholders, and the Board believes that the procedures set forth in our Amended and Restated Bylaws are currently sufficient so that the establishment of a written policy is not necessary. Stockholders who wish to recommend candidates for election to the Board must do so in writing and otherwise in accordance with the requirements set forth in our Amended and Restated Bylaws. The recommendation should be sent to the Secretary of the Company, OPKO Health, Inc., 4400 Biscayne Boulevard, Miami, Florida 33137, who will forward the recommendation to the Corporate Governance and Nominating Committee. TheWithout limiting the requirements contained in our Amended and Restated Bylaws, the recommendation must set forth (i) the name and address as they appear on the Company’s books of the stockholder making the recommendation, the telephone number of such stockholder, and
the name, address and telephone number of any beneficial owner, and the class and number of shares of capital stock of the Company owned of record by such stockholder and beneficially owned by such beneficial owner, (ii) the name of the candidate and all information relating to the candidate that is required to be disclosed in solicitations of proxies for election of directors under the SEC’s proxy rules, (iii) a description of all relationships between the candidate and the recommending stockholder and any agreements or understandings between the recommending stockholder and the candidate regarding the nomination, and (iv) a description of all relationships between the candidate and any of the Company’s competitors, customers, suppliers, labor unions (if any) and any other persons with special interests regarding the Company.Company, and (v) a completed, written questionnaire with respect to the background and qualification of such proposed nominee in the form required by the Company (which form such recommending stockholder may request in writing from the Secretary of the Company prior to submitting notice and which the Secretary of the Company will provide to such recommending stockholder within ten (10) days after receiving such request). The recommendation must be accompanied by the candidate’s written consent to being named in the Company’s proxy statement as a nominee for election to the Board and to serving as a director, if elected, and by a representation from the stockholder and beneficial owner, if any, that such stockholder and beneficial owner intend to appear at the Annual Meeting and intend to continue to hold the reported shares through the date of the Company’s next annual meeting of stockholders. Stockholders must also comply with all requirements of the Company’s Amended and Restated Bylaws with respect to nomination of persons for election to the Board.
Communications with the Board
All interested parties, including stockholders, may initiate in writing any communication with our Board, the lead independent director, or any individual director by sending the correspondence to OPKO Health, Inc., 4400 Biscayne Blvd., Miami, Florida 33137, Attention: Secretary. This centralized process assists our Board in reviewing and responding to communications in an appropriate manner. If an interested party would like the letter to be forwarded directly to one of the Chairmen, or if no Chairman is listed, the members of the five standing committees of the Board, he or she should so indicate. If no specific direction is indicated, the Secretary of the Company will review the letter and forward it to the appropriate Board member(s).
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Employee Communications with the Audit Committee
The Audit Committee has established procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting and auditing matters. These procedures are described in our OPKO Health, Inc. Policy on Reporting Unlawful Conduct and Prohibiting Retaliation Against Reporting Employees.
Involvement in Certain Legal Proceedings
Certain Relationships and Related Party Transactions
As of December 31, 2020, we held investments in Cocrystal Pharma, Inc. (“COCP”)(4%), Zebra Biologics, Inc. (“Zebra”)(29%), Neovasc, Inc. (1%), ChromaDex Corporation (0.1%), Non-Invasive Monitoring Systems, Inc. (1%), Eloxx Pharmaceuticals, Inc. (“Eloxx”)(3%), and BioCardia, Inc. (“BioCardia”)(1%). These investments were considered related party transactions as a result of our executive management’s ownership interests and/or board representation in these entities.
In August 2020, we paid a $125,000 filing fee to the Federal Trade Commission (the “FTC”) in connection with filings made by us and Dr. Jane Hsiao, our Vice Chairman and Chief Technical Officer, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) relating to her percentage equity ownership interest in OPKO and potential future purchases of our Common Stock.
In August 2020, Dr. Phillip Frost, our Chairman and Chief Executive Officer, paid a filing fee of $280,000 to the FTC under the HSR Act in connection with filings made by us and Dr. Frost, relating to his percentage equity ownership interest in OPKO and potential future purchases of our Common Stock. We reimbursed Dr. Frost for the HSR filing fee.
In August 2020, GeneDx, Inc., a subsidiary of BioReference, entered into an agreement with Mednax Services, Inc. (“Mednax Services”), a subsidiary of MEDNAX, Inc., (“MEDNAX”) pursuant to which the parties formed a joint venture under the brand Detect Genomix. GeneDx’s initial capital investment in Detect Genomix was $245,000 for which GeneDx received a 49% ownership interest in Detect Genomix, and Mednax Services contributed $255,000. Adam Logal, the Company’s Chief Financial Officer, is the chair and sits on the Board of Managers of the joint venture. Mednax Services provides administrative services to the joint venture pursuant to an administrative services agreement. GeneDx provides laboratory services to the joint venture. Dr. Roger Medel, a director of the Company as of December 18, 2020, is the former Chief Executive Officer of MEDNAX and Mednax Services. Dr. Medel continues to serve on the board of MEDNAX.
On February 25, 2020, the Companywe entered into a credit agreement with an affiliate of Dr. Frost, our Chairman of the Board and Chief Executive Officer, pursuant to which the lender committed to provide us with an unsecured line of credit in the amount of $100 million. Borrowings under the line of credit will bear interest at a rate of 11% per annum and may be repaid and reborrowed at any time without penalty.time. The
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credit agreement includes various customary remedies for the lender following an event of default, including the acceleration of repayment of outstanding amounts under this line of credit. TheThis line of credit matures on February 25, 2025. TheThis line of credit also calls for a commitment fee equal to 0.25% per annum of the unused portion of the line. As of December 31, 2020, no funds were borrowed under this line of credit.
Frost Gamma Investments Trust, a trust controlled by Dr. Frost (the “Gamma Trust”), Dr. Jane H. Hsiao, our Vice Chairman and Chief Technical Officer, and Steven D. Rubin, our Executive Vice President – Administration and a member of our Board, are each members of The Frost Group, LLC (the “Frost Group”), an entity which, until March 10, 2020, beneficially owned 20,091,062 shares of our common stock. On March 10, 2020, the Frost Group distributed all of the shares of our common stock owned by it to its members pro rata without consideration. Furthermore, the Gamma Trust beneficially owns approximately 28.79% of our common stock as of April 27, 2020. Dr. Hsiao beneficially owns approximately 5.23% of our common stock as of April 27, 2020, and Mr. Rubin beneficially owns less than 5% of our common stock as of April 27, 2020.
On October 29, 2019, we issued 50 million shares of our common stockCommon Stock at a price of $1.50 per share in an underwritten public offering (the “Offering”), resulting in net proceeds to the Company of approximately $70 million, after deducting underwriting commissions and offering expenses. In November 2019, pursuant to an option the Company granted the underwriters, we issued an additional 4,227,749 shares of common stock at the public offering price, less underwriting discounts and commissions, resulting in net proceeds to the Company of approximately $6 million. The Company intends to use the net proceeds received from the Offering to fund research and development, to further develop and commercialize its portfolio of proprietary pharmaceutical and diagnostic products and for working capital, capital expenditures, acquisitions and other general corporate purposes. Drs. Frost and Hsiao and Mr. Steven Rubin, directors and members of OPKO’s senior management purchased an aggregate of 2,415,000 shares of common stockCommon Stock in the Offering.
On March 1, 2019, our subsidiary, OPKO Pharmaceuticals, LLC (“OPKO Pharmaceuticals”) entered into an assignment agreement with Xenetic Biosciences, Inc., as amended from time to time (the “Assignment Agreement”), pursuant to which Xenetic acquired all of OPKO Pharmaceuticals’ right, title and interest in and to that certain Intellectual Property License Agreement (the “IP License Agreement”), entered into between The Scripps Research Institute and OPKO Pharmaceuticals, regarding certain patents for novel CAR T platform technology and through
which the Scripps Research Institute granted an exclusive royalty-bearing license in exchange for royalties, subject to the terms of the IP License Agreement.
Under the Assignment Agreement and the IP License Agreement, Xenetic issued to OPKO Pharmaceuticals 164,062 shares of Xenetic common stock.stock (the “OPKO Transaction Shares”). In connection with the Assignment Agreement, OPKO Pharmaceuticals entered into a voting agreement pursuant to which OPKO Pharmaceuticals agreed, among other things, to vote its shares in Xenetic in favor of the transactions contemplated by the Assignment Agreement, and a lock-up agreement with Xenetic which restricts OPKO Pharmaceuticals’ sale or transfer of any of the OPKO Transaction Shares as provided therein and as otherwise required by law. The Assignment Agreement and the obligations thereunder took effect on July 19, 2019, after Xenetic satisfied certain closing conditions, including obtaining stockholder approval and securing certain financing.
The Company owns approximately 9% of Pharmsynthez, and Pharmsynthez is Xenetic’s largest and controlling stockholder. Dr. Richard Lerner, a director of the Company, is a co-inventor of Xenetic’s technology and received 31,240 shares of Xenetic upon the closing of the Xenetic transactions described above. Adam Logal, our Senior Vice President and Chief Financial Officer, is a directorchairman of the Board of Directors of Xenetic.
In March 2019, we paid athe $125,000 filing fee to the Federal Trade Commission (the “FTC”)FTC in connection with filings made by us and Dr. Jane Hsiao, our Vice Chairman and Chief Technical Officer, under the Hart-Scott-Rodino Antitrust ImprovementsHSR Act of 1976 (“HSR Act”) relating to her purchases of the Company’s common stock.Common Stock.
In February 2019, Dr. Phillip Frost, our Chairman and Chief Executive Officer, paid a filing fee of $280,000 to the FTC under the HSR Act in connection with filings made by us and Dr. Frost, relating to his purchases of the Company’s common stock.Common Stock. We reimbursed Dr. Frost for the HSR filing fee.
On November 8, 2018, we entered into stock purchase agreements with certain investors pursuant to which we agreed to sell to such investors in private placements an aggregate of approximately 26.5 million shares of our Common Stock at a purchase price of $3.49 per share, which was the closing bid price of our Common Stock on the
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NASDAQ on such date, for an aggregate purchase price of $92.5 million. The investors in the private placements included an affiliate of Dr. Frost ($70 million), and Dr. Hsiao ($2 million).
On November 8, 2018, we entered into a credit agreement with an affiliate of Dr. Frost, pursuant to which the lender committed to provide us with an unsecured line of credit in the amount of $60 million. Borrowings under thethis line of credit bore interest at a rate of 10% per annum and could have been repaid and reborrowed at any time. The credit agreement included various customary remedies for the lender following an event of default, including the acceleration of repayment of outstanding amounts under this line of credit. TheThis line of credit would have matured on November 8, 2023. We repaid approximately $28.8 million that was borrowed in 2019 and terminated thethis line of credit on or around February 20, 2019.
On February 27, 2018, we issued a series of 5% Convertible Promissory Notes (the “Notes”) in the aggregate principal amount of $55.0 million. The Notes mature five (5) years from the date of issuance. Each holder of a Note has the option, from time to time, to convert all or any portion of the outstanding principal balance of such Note, together with accrued and unpaid interest thereon, into shares of our common stock at a conversion price of $5.00 per share of common stock. We may redeem all or any part of the then issued and outstanding Notes, together with accrued and unpaid interest thereon, pro ratably among the holders, upon no fewer than 30 days, and no more than 60 days, notice to the holders. Purchasers of the Notes include an affiliate of Dr. Frost ($25.0 million) and Dr. Hsiao ($5.0 million).
In AprilFebruary 2018, we exercised ourinvested an additional $1.0 million in COCP in return for a convertible note, which was converted into 538,544 shares of its common stock in May 2018.
In November 2017, we invested an additional $3.0 million in Neovasc for 20,547 shares of its common stock, 20,547 Series A warrants, 20,547 Series B warrants in a cashless exercise and received 1,069,090 shares of Neovasc common stock. In February 2019, we exercised our8,221 Series C warrants, after adjusting for $1.2 million and received 8,222 shares of Neovasc commona 1-for-100 reverse stock 8,222 Series A warrants, and 822,192 Series B warrants.split in 2018. In February 2019,April 2018, we exercised our Series B warrants in a cashless exercise and received 2,233,34710,690 shares of Neovasc common stock. In March 2019 we exchanged our Series A warrants for 24,455 shares of Neovasc common stock. Mr. Rubin is the Chairman of the Board of Directors of Neovasc. Dr. Frost beneficially owns approximately 1.05% of Neovasc.
In the first quarter of 2019, we exercised our 8,221the Series C warrants in Neovasc for $1.2 million and exchanged our 20,547the Series A warrants and received a total of 22,660 additional shares of Neovasc common stock.
In November 2016, we entered into a Pledge Agreement with the Museum of Science, Inc. and the Museum of Science Endowment Fund, Inc. pursuant to which we contributedwill contribute an aggregate of $1.0 million over a four-year period for constructing, equipping and the general operation of the Frost Science Museum. Dr. Frost and Mr. Pfenniger serve on the Board of Trustees of the Frost Science Museum and Mr. Pfenniger is the Vice Chairman of the Board of Trustees.
We lease office space from Frost Real Estate Holdings, LLC (“Frost Holdings”) in Miami, Florida, where our principal executive offices are located. Effective August 1, 2019, we entered into an amendment to our lease agreement with Frost Holdings. The lease, as amended, is for approximately 29,500 square feet of space. The lease provides for payments of approximately $89 thousand per month in the first year increasing annually to $101 thousand per month in the fifth year, plus applicable sales tax. The rent is inclusive of operating expenses, property taxes and parking.
BioReference purchases and uses certain products acquired from InCellDx, a company in which we hold a 29% minority interest.
We reimburse Dr. Frost for Company-related use by Dr. Frost and our other executives of an airplane owned by a company that is beneficially owned by Dr. Frost. We reimburse Dr. Frost for out-of-pocket operating costs for the use of the airplane by Dr. Frost or Company executives for Company-related business. We do not reimburse Dr.
Frost for personal use of the airplane by Dr. Frost or any other executive. For the years ended December 31, 2020, 2019, and 2018, and 2017, we reimbursed Dr. Frostrecognized approximately $156 thousand, $328 thousand, $238 thousand and $361$238 thousand, respectively, for Company-related travel by Dr. Frost and other OPKO executives.
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Our Policies Regarding Related Party Transactions
We have adopted a written statement of policy with respect to related party transactions, which is administered by our Audit Committee. Under our related party transaction policy, a “Related Party Transaction” is any transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which the Company or any of our subsidiaries was, is or will be a participant and the amount exceeds $100,000 and in which any Related Person had, has or will have a direct or indirect material interest. A “Related Person” is any of our executive officers, directors or director nominees, any stockholder beneficially owning in excess of 5% of our stock or securities exchangeable for our stock, any immediate family member of any of the foregoing persons, and any firm, corporation, or other entity in which any of the foregoing persons is employed, is a partner or principal or in a similar position, or in which such person has a 5% or greater beneficial ownership interest in such entity.
It is the Company’s policy to enter into or ratify Related Party Transactions only when the Audit Committee determines that the Related Party Transaction in question is in, or is not inconsistent with, the best interests of the Company. In making this determination, the Audit Committee may take into account, among other factors it deems appropriate, whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the Related Person’s interest in the transaction. Pursuant to the Company’s policy, the Audit Committee has granted standing pre-approval to certain types of Related Party Transactions that are considered to be in, or consistent with, the best interests of the Company.
Pursuant to our related party transaction policy, a Related Party Transaction may only be consummated if:
• our Audit Committee approves or ratifies such transaction in accordance with the terms of the Company’s policy;
• such transaction falls within the category of transactions that have previously been granted standing pre-approval; or
• the chair of our Audit Committee pre-approves or ratifies such transaction and the amount involved in the transaction is less than $250,000, provided that for the Related Party Transaction to continue it must be presented to our Audit Committee at its next regularly scheduled meeting for review.
If advance approval of a Related Party Transaction is not feasible, then that Related Party Transaction will be considered and, if our Audit Committee determines it to be appropriate, ratified, at its next regularly scheduled meeting. If we decide to proceed with a Related Party Transaction without advance approval, then the terms of such Related Party Transaction must permit termination by us without further material obligation in the event our Audit Committee ratification is not forthcoming at our Audit Committee’s next regularly scheduled meeting.
Transactions with Related Persons, though not classified as Related Party Transactions by our related party transaction policy and thus not subject to its review and approval requirements, may still need to be disclosed if required by the applicable securities laws, rules, and regulations.
All transactions in the categories listed above were approved in accordance with the Company’s related party transaction policy.
Our directors, officers and personnel are prohibited from pledging the Company’s common stock, purchasing the Company’s securities on margin, engaging in short selling the Company’s common stock, buying or selling puts or calls in connection with the Company’s securities and engaging in derivative transactions involving the Company’s securities, without prior written consent from the Company’s acting compliance officer. In addition, our directors and executive officers, as well as certain other employees, generally may purchase or sell Company securities only during permitted windows, which generally begin on the first full business day following the issuance of our earnings releases and continuing until two weeks prior to the end of the fiscal quarter.
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DIRECTOR COMPENSATION
Each non-employee director is currently entitled to receive an annual retainer of $20,000, payable in quarterly installments, an option to acquire 40,000 shares of the Company’s common stock upon initial appointment to the
Board and an option to acquire 20,000 shares each year thereafter on the date of the Company’s annual meeting of stockholders. Each committee’s chairman receives an additional annual retainer of $5,000, payable in quarterly installments. The members of the Compensation Committee also receive an additional annual retainer of $5,000, payable in quarterly installments, and members of the Audit Committee receive an additional annual retainer of $10,000, payable in quarterly installments. The chairman of the Audit Committee is entitled to receive an option to acquire 10,000 shares of the Company’s common stock each year on the date of the Company’s annual meeting of stockholders.
The following table sets forth information with respect to compensation of non-employee directors of the Company earned for fiscal 2019.2020.
Fiscal 20192020 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Award ($) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Change in Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | Name | Fees Earned or Paid in Cash ($) | Stock Award ($) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($) | Change in Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||||||||||||||||||
| Robert S. Fishel, M.D. | 27,917 | — | 21,000 | — | — | — | 48,917 | Robert S. Fishel, M.D. | 30,000 | — | 30,800 | — | — | — | 60,800 | |||||||||||||||||||||||||||||||||||||||||||
Anthony J. Japour, M.D.(1) | — | — | — | — | — | — | — | Anthony J. Japour, M.D.(1) | 17,500 | — | 31,200 | — | — | — | 48,700 | |||||||||||||||||||||||||||||||||||||||||||
| Richard M. Krasno | 35,000 | — | 21,000 | — | — | — | 56,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Richard M. Krasno, Ph.D. | Richard M. Krasno, Ph.D. | 35,000 | — | 30,800 | — | — | — | 65,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Prem A. Lachman, M.D.(2) | Prem A. Lachman, M.D.(2) | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Richard A. Lerner, M.D. | 30,000 | — | 21,000 | — | — | — | 51,000 | Richard A. Lerner, M.D. | 30,000 | — | 30,800 | — | — | — | 60,800 | |||||||||||||||||||||||||||||||||||||||||||
Roger J. Medel, M.D.(3) | Roger J. Medel, M.D.(3) | 833 | — | 112,000 | — | — | — | 112,833 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Richard C. Pfenniger, Jr. | 35,000 | — | 31,500 | — | — | — | 66,500 | Richard C. Pfenniger, Jr. | 35,000 | — | 77,000 | — | — | — | 112,000 | |||||||||||||||||||||||||||||||||||||||||||
| John A. Paganelli | 35,000 | — | 21,000 | — | — | — | 56,000 | John A. Paganelli | 35,000 | — | 30,800 | — | — | — | 65,800 | |||||||||||||||||||||||||||||||||||||||||||
| Alice Lin-Tsing Yu, M.D., Ph.D. | 20,000 | — | 21,000 | — | — | — | 41,000 | Alice Lin-Tsing Yu, M.D., Ph.D. | 20,000 | — | 30,800 | — | — | — | 50,800 | |||||||||||||||||||||||||||||||||||||||||||
