Richard Pfenniger Jr.
Cocrystal PharmaAbout Richard C. Pfenniger, Jr.
Richard C. Pfenniger, Jr. (age 69) is an independent director of Cocrystal Pharma, serving on the Board since May 27, 2021; he is a private investor and former healthcare and education executive with legal and operating experience at IVAX and Whitman Education Group . He currently chairs Cocrystal’s Corporate Governance & Nominating Committee; the Board has determined all directors, including Mr. Pfenniger, are independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continuecare Corporation | Chief Executive Officer & President; Chairman of the Board | CEO/President 2003–2011; Chairman 2002–2011 | Led primary care/practice management services company |
| Whitman Education Group, Inc. | Chief Executive Officer & Vice Chairman | 1997–June 2003 | Led post-secondary education company |
| IVAX Corporation | Chief Operating Officer; SVP–Legal Affairs & General Counsel | COO 1994–1997; SVP/GC 1989–1994 | Legal and operating leadership during growth period |
| Private law practice | Attorney | Prior to 1989 | Legal background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OPKO Health, Inc. (Nasdaq: OPK) | Director | Since Jan 2008 | OPKO CEO/Chairman Phillip Frost and OPKO EVP Steven Rubin also serve on COCP’s Board (interlock) |
| GeneDX Holdings Corp. (Nasdaq: WGS) | Director | Since Apr 2022 | Medical diagnostics company |
| Fluent, Inc. (Nasdaq: FLNT) | Director | Since Oct 2022 | Data-driven marketing company |
| Phillip and Patricia Frost Museum of Science | Vice Chairman, Board of Trustees; Executive Committee member | Current | Non-profit governance role |
| GP Strategies Corp (NYSE: GPX) | Director (former) | 2005–2021 | Past public board |
| BioCardia, Inc. (Nasdaq: BCDA) | Director (former) | 2016–Jan 2020 | Past public board |
| Wright Investors’ Service Holdings, Inc. (OTC: IWSH) | Director (former) | Mar 2015–Feb 2019 | Past public board |
| Asensus Surgical, Inc. (NYSE American: ASXC) | Director (former) | 2005–2024 | Past public board |
Board Governance
- Committee assignments (2025 proxy): Chair, Corporate Governance & Nominating; not listed as a member of Audit or Compensation .
- Independence: Board determined all directors are independent under Nasdaq Rule 5605(a)(2) and SEC rules .
- Attendance and activity: All directors attended over 75% of applicable Board/Committee meetings in 2024; Board held 0 meetings (two unanimous written consents), Audit Committee met 4x, Compensation 1x, Corporate Governance & Nominating 0x in 2024 .
- Code of Ethics/insider policies: Company has an Insider Trading Policy (includes anti-hedging); a clawback policy compliant with Nasdaq rules is implemented .
Fixed Compensation
| Year | Cash Fees (Director/Committee) | Notes |
|---|---|---|
| 2024 | $36,300 | Cash fees for Board/committee service; precise chair fee breakdown not disclosed |
Performance Compensation
| Year | Equity Type | Grant-Date Fair Value | Notes |
|---|---|---|---|
| 2024 | RSUs | $14,198 | Director equity awarded in RSUs; aggregate fair value per ASC 718 |
- Outstanding director awards at 12/31/2024:
- Unvested RSUs: 8,067 .
- Unexercised stock options: 18,167 .
- Change-in-control treatment: All outstanding awards accelerate to fully vested immediately prior to a Change in Control; then assumed/replaced or potentially cashed out at fair value at Committee discretion (single-trigger acceleration) .
No performance metrics were disclosed for director equity grants; the 2025 Equity Incentive Plan permits performance-based awards using metrics such as EPS, EBITDA, ROE, TSR, market share, etc., but director awards appear time-based RSUs in 2024 .
Other Directorships & Interlocks
- Current public company boards: OPKO Health (since 2008), GeneDX (since 2022), Fluent (since 2022) .
- Interlocks on COCP Board:
- Phillip Frost is OPKO’s CEO/Chairman and a COCP director .
- Steven Rubin is OPKO EVP-Administration and an OPKO director; also a COCP director .
- Related-party ecosystem: COCP disclosed a 2024 lease extension with a Phillip Frost-controlled entity (rent/expenses $62k in 2024); a 2023 private placement with Frost Gamma Investments Trust ($2.0M) and Fred Hassan ($2.0M) (Hassan later joined the Board). These disclosures heighten interlock scrutiny though no transaction is attributed to Mr. Pfenniger personally .
Expertise & Qualifications
- Legal and regulatory: Former IVAX SVP–Legal Affairs & General Counsel; private legal practice background .
- Operations/CEO experience: Former COO of IVAX; CEO/President of Continuecare; CEO/Vice Chairman of Whitman Education Group .
- Board governance: Multiple public board tenures across healthcare and services; current governance chair at COCP .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Class | Noted Components | As-of |
|---|---|---|---|---|
| Richard C. Pfenniger, Jr. | 21,949 | <1% | Includes 14,583 vested stock options and 4,033 vested RSUs | Record date Apr 29, 2025 |
- Additional outstanding awards (12/31/2024): 8,067 unvested RSUs; 18,167 unexercised options .
- Pledging/Hedging: Hedging prohibited under Insider Trading Policy; no pledging disclosure specific to directors .
Governance Assessment
-
Strengths:
- Independent director with substantial prior CEO/COO and legal experience; chairs Corporate Governance & Nominating Committee .
- Attendance threshold met; Board/committees functioned via meetings and written consents; Audit and Compensation held meetings in 2024 .
- Anti-hedging and clawback policies in place; equity plan prohibits repricing without shareholder approval .
-
Concerns/RED FLAGS:
- Interlock cluster with OPKO: Pfenniger is an OPKO director while two OPKO insiders (Frost, Rubin) serve on COCP’s Board; COCP has related-party dealings with Frost-affiliated entities—this network may pose perceived conflicts despite board independence designation .
- Committee inactivity: Corporate Governance & Nominating (which he chairs) held zero meetings in 2024, which could signal limited formal oversight cadence; the full Board held no meetings (actions by consent only) .
- Single-trigger equity acceleration on change in control could be viewed as shareholder-unfriendly if not performance-conditioned .
-
Alignment:
- 2024 director pay mix (~28% equity; $14,198 RSUs of $50,498 total) provides some alignment but absolute ownership remains below 1% of shares outstanding .