Anthony Japour
Cocrystal PharmaAbout Anthony Japour
Anthony Japour, M.D., age 65, has served as an independent director of Cocrystal Pharma (COCP) since April 4, 2019. He is currently CEO and President of iTolerance, Inc. (since June 2021) and brings over 25 years of pharma/biotech experience and extensive clinical trial expertise; he was designated to the COCP Board by principal stockholder Dr. Raymond Schinazi under a Stockholder Rights Agreement, indicating a shareholder-nominated pathway to board service. Prior roles include medical director at ICON Plc (2016–2020), principal of Anthony Japour & Associates (since 2006), and a brief directorship at OPKO Health (Jan–Jun 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ICON Plc | Medical Director | Feb 2016 – May 2020 | Clinical development leadership |
| Anthony Japour & Associates | Principal | Nov 2006 – Present | Medical/scientific consulting |
| OPKO Health, Inc. | Director | Jan 6, 2020 – Jun 2020 | Board oversight; interlock with OPKO CEO Phillip Frost |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| iTolerance, Inc. | CEO & President | Jun 2021 – Present | Private company leadership |
| Sanaby Health Acquisition Corp I (SANB) | Director | Apr 2021 – Oct 2022 | SPAC board experience |
Board Governance
| Governance Dimension | Detail |
|---|---|
| Committee memberships | Audit (member), Compensation (member), Corporate Governance & Nominating (member); not a chair |
| Independence | Board determined all six directors are independent under Nasdaq Rule 5605(a)(2) and applicable SEC rules |
| Attendance & engagement | All directors attended over 75% of applicable Board/Committee meetings in 2024; Board held 0 meetings (two unanimous written consents) |
| Committee meeting cadence (2024) | Audit: 4; Compensation: 1; Corporate Governance & Nominating: 0 |
| Audit Committee composition | Steven Rubin (Chair, Audit Committee Financial Expert), Phillip Frost, Anthony Japour |
| Anti-hedging & Clawback | Hedging prohibited for officers/directors; clawback policy implemented per Nasdaq rules for “excess” incentive comp after restatements |
Board/Committee Meetings – 2024
| Body | Meetings Held | Notes |
|---|---|---|
| Board of Directors | 0 | Two actions by unanimous written consent |
| Audit Committee | 4 | Active oversight; issued report |
| Compensation Committee | 1 | Administers equity plans; exec comp oversight |
| Corporate Governance & Nominating | 0 | Monitors related-party policy; no 2024 meetings |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $54,450 |
| All Other Compensation | — (none disclosed) |
| Total | $80,716 |
Footnote: Cash fees reflect compensation for serving as a director and in Board committee roles .
Performance Compensation
| Component (2024) | Detail |
|---|---|
| Stock Awards (RSUs) – Grant-Date Fair Value | $26,266 (ASC 718) |
| Unvested RSUs Outstanding (12/31/2024) | 14,924 |
| Unexercised Option Awards Outstanding | 36,737 (aggregate count; director table) |
| Vested equity (at record date) | 30,105 vested stock options; 7,462 vested RSUs (included in beneficial ownership) |
| Change-of-control treatment | Outstanding awards accelerate to fully vested immediately prior to closing; may be assumed/substituted or cashed out at fair value |
| Hedging/Clawback | Hedging prohibited; clawback per Nasdaq rules; Plan-level forfeiture/clawback triggers for misconduct and restrictive covenant breaches |
Performance metrics tied to awards: No director-specific performance metrics disclosed for 2024 grants; however, the 2025 Equity Incentive Plan permits performance-based awards using metrics such as EPS, net income, TSR/stock price, cash flow, ROE/ROA, EBITDA/EBIT, market share, and cost reductions (plan-wide, not specific to directors) .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Conflict Signal |
|---|---|---|---|
| OPKO Health, Inc. | Director | Jan–Jun 2020 | COCP directors Phillip Frost (OPKO CEO/Chair) and Steven Rubin (OPKO EVP/Admin) sit on COCP Board, creating interlocks |
| Sanaby Health Acquisition Corp I (SANB) | Director | Apr 2021 – Oct 2022 | No disclosed COCP customer/supplier ties |
Board-level related-party context: COCP leased space from an entity controlled by director Phillip Frost ($62,000 rent in 2024; $63,000 in 2023). COCP’s April 2023 financing included Frost Gamma Investments Trust and Fred Hassan (now COCP director), each investing $2,000,000. COCP Bylaws require Board-level review/approval and recusal on related-party transactions .
Expertise & Qualifications
- 25+ years across pharma/biotech; extensive clinical trial process experience; medical director background at a global CRO (ICON) .
- M.D. credentials; broad consulting and operating leadership (iTolerance CEO/President) .
- Serves across three key board committees (Audit, Compensation, Governance), indicating broad governance engagement .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (shares) | 37,567 (includes vested equity noted below) |
| Ownership as % of outstanding | <1% (“*” per table; 10,173,790 shares outstanding) |
| Vested options (count) | 30,105 |
| Vested RSUs (count) | 7,462 |
| Unvested RSUs outstanding (12/31/2024) | 14,924 |
| Unexercised option awards outstanding | 36,737 |
| Pledging/Hedging | Hedging prohibited per policy; pledging not disclosed |
Governance Assessment
-
Strengths
- Independent director serving on Audit, Compensation, and Governance committees; Audit Committee includes a designated Financial Expert (Steven Rubin), with Japour as a member .
- Equity-based compensation (RSUs) provides alignment; anti-hedging and clawback policies enhance accountability .
- All directors attended >75% of applicable meetings; Audit Committee met four times in 2024 .
-
Concerns and RED FLAGS
- Designation to the Board by principal stockholder Dr. Schinazi under a Stockholder Rights Agreement may elevate influence risk despite formal independence status (potential investor confidence signal). RED FLAG .
- Board interlocks with OPKO (Frost and Rubin) and related-party transactions (lease with Frost-controlled entity; financing from Frost/Hassan) create potential conflict optics, requiring strong recusal/enforcement of related-party policies. RED FLAG .
- Corporate Governance & Nominating Committee did not meet in 2024; the full Board held no meetings (actions via written consents), which may signal limited formal governance cadence. RED FLAG .
-
Overall implication for investors
- Japour’s clinical trial and operating experience supports board effectiveness, particularly in R&D oversight. However, shareholder-nominated status and board interlocks necessitate vigilant monitoring of related-party approvals, committee activity (especially Governance), and consistent enforcement of recusal and clawback/anti-hedging policies to sustain investor confidence .