Phillip Frost

About Phillip Frost

Phillip Frost, M.D. (age 88), has served as an independent director of Cocrystal Pharma, Inc. since January 2, 2014. He is the CEO and Chairman of OPKO Health, Inc. (Nasdaq: OPK) since March 2007 and is a physician and serial pharmaceutical entrepreneur who founded IVAX and later served as Vice-Chair and then Chair of Teva Pharmaceutical Industries following Teva’s acquisition of IVAX (2006–2012) . The Board has determined all directors, including Dr. Frost, are independent under Nasdaq and SEC rules .

Past Roles

External Roles

Board Governance

Fixed Compensation

• Non-employee director compensation is comprised of cash fees and RSU grants; amounts reflect ASC 718 grant-date fair value .

Performance Compensation

Performance metrics available under the 2025 Equity Incentive Plan (used for performance-based awards, if granted):

Other Directorships & Interlocks

Expertise & Qualifications

• Physician and biotech/pharma operator with founding/CEO experience (IVAX) and large-cap governance at Teva; extensive board service and capital markets experience through Ladenburg Thalmann .
• Audit Committee involvement; Board deems all committee members meet enhanced independence requirements; Rubin designated Audit Committee Financial Expert .

Equity Ownership

Vested vs. unvested and instruments:

• Vested options: 42,849
• Vested RSUs: 13,550
• Unvested RSUs (aggregate outstanding at 12/31/2024): 27,100
• Unexercised options (aggregate outstanding at 12/31/2024): 52,391

Shares pledged as collateral: Not disclosed in the proxy statement (no pledging disclosure provided) .

Governance Assessment

• Board effectiveness: Frost serves on Audit Committee with an established financial expert (Rubin) and formal pre-approval policies; committee met four times in 2024. However, the full Board did not hold meetings in 2024 and acted twice via unanimous written consent, which may limit live deliberation cadence though directors reported >75% attendance in applicable meetings .
• Independence and alignment: Board classifies Frost as independent despite his 13.45% beneficial ownership and multiple interlocks with OPKO and affiliates; independence determination is under Nasdaq Rule 5605(a)(2) and SEC rules .
• Compensation alignment: Director pay skews toward equity (RSUs), with meaningful unvested balances that align incentives. Change-in-control provisions accelerate vesting, which is standard but reduces retention risk at transaction close .
• Conflicts and related-party exposure: Company leases space from an LLC controlled by Frost (rent ~$62k in 2024, $63k in 2023; 3-year extension on Aug 14, 2024). Frost Gamma Investments Trust purchased COCP stock in April 2023 ($2.0M at $1.97/share), contemporaneously with director Fred Hassan’s purchase; policy states related-party transactions require majority Board approval and disclosure with recusal of interested directors .
• Risk indicators:
  • SEC enforcement history: Final judgment entered January 10, 2019 against Dr. Frost (consent; no admit/deny); permanent injunction regarding certain anti-fraud provisions, future violations of Section 13(d) and Rule 13d-1(a), and participation in penny stock offerings with exceptions. This is a historical red flag for governance risk and investor confidence .
  • Anti-hedging and clawback controls: Company prohibits hedging for officers/directors and has adopted a Nasdaq-compliant clawback policy; Plan includes broader forfeiture/clawback triggers, mitigating incentive risk .

RED FLAGS

• Historical SEC injunction involving Dr. Frost (2019) .
• Related-party lease with Frost-controlled entity (new 3-year extension; recurring rent) .
• High ownership concentration (13.45%) by Frost alongside OPKO/affiliate interlocks may create perceived influence over governance processes despite formal independence designation .

POSITIVE SIGNALS

• Audit Committee structure with designated financial expert and active meeting cadence; formal pre-approval and independence affirmations .
• Equity-based director pay with meaningful RSU exposure and formal anti-hedging/clawback policies .

Related Party Transactions (Detail)

Compensation Committee Analysis

Equity Plan Mechanics Relevant to Directors (2025 Plan)

Governance Conclusion

Dr. Frost brings substantial industry and capital markets expertise and remains formally independent. However, his significant beneficial stake, multiple interlocks (particularly with OPKO) and a historical SEC injunction increase perceived governance risk and potential conflicts. The Audit Committee’s structure, anti-hedging/clawback policies, and transparent related-party disclosures partially mitigate risk, but investors should monitor transaction approvals, recusal practices, and ongoing board meeting cadence and engagement .