Steven Rubin

About Steven D. Rubin

Steven D. Rubin (age 64) has served on Cocrystal Pharma’s Board since January 2, 2014. He is Executive Vice President – Administration and a director at OPKO Health, and has nearly 30 years advising pharma companies across business, regulatory, transactional, and legal affairs. The Board has designated him the Audit Committee Financial Expert. He is currently nominated for re-election for a one-year term ending at the 2025 annual meeting’s successor meeting .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all COCP directors, including Mr. Rubin, are independent under Nasdaq Rule 5605(a)(2) and SEC rules .
• Committee assignments (2024–2025 slate):
  • Audit Committee: Chair (and designated Audit Committee Financial Expert)
  • Compensation Committee: Chair
  • Corporate Governance & Nominating Committee: Member

• Attendance and engagement (FY2024): Board held 0 meetings (two actions by unanimous written consent); Audit met 4x; Compensation met 1x; Governance met 0x. All then-serving directors attended >75% of applicable Board/Committee meetings .

Fixed Compensation (Director)

2024 non-employee director pay for Steven Rubin:

Notes:

• The proxy shows aggregate cash fees and RSU grant values by director; specific retainer/chair/meeting fee schedules are not itemized .

Performance Compensation (Director)

• Equity vehicle: Time-vested RSUs granted to non-employee directors; amounts shown as grant-date fair value (ASC 718) .
• Performance metrics: No performance-conditioned metrics disclosed for director equity awards.

Change-in-control provisions (plan-wide): All outstanding awards accelerate vesting at the time of a Change in Control (single-trigger); awards may be assumed, replaced, or cashed out at committee discretion .

Other Directorships & Interlocks

• Interlocks/affiliations:
  • Multiple COCP directors have OPKO ties: Mr. Rubin (EVP and OPKO director), Dr. Phillip Frost (OPKO CEO/Chair; COCP director), and Mr. Richard C. Pfenniger, Jr. (OPKO director) .
• Related-party transactions at COCP (contextual to interlocks; none attributed to Mr. Rubin in the filing):
  • Office lease with an entity controlled by Dr. Phillip Frost; rent and expenses were $62,000 (2024) and $63,000 (2023) .
  • April 2023 equity financing: $2.0M purchases each by Frost Gamma Investments Trust (Dr. Frost, trustee) and Fred Hassan (later appointed as COCP director); complied with Nasdaq Rule 5635 .
• Oversight: The Corporate Governance & Nominating Committee monitors/enforces COCP’s related-party transaction policy; Board majority approval is required, and interested directors are recused .

Expertise & Qualifications

• Designated Audit Committee Financial Expert; experienced in accounting/financial oversight per Sarbanes-Oxley and Item 407 definition .
• ~30 years advising pharma/life sciences companies in business, regulatory, transactional, and legal matters; former practicing lawyer and general counsel; multiple public company board roles .
• Committee leadership across Audit and Compensation indicates deep governance involvement (risk, controls, financial reporting, and pay oversight) .

Equity Ownership

Beneficial ownership (as of April 29, 2025 record date):

Policy alignment:

• Anti-hedging: Officers and directors are prohibited from hedging transactions under COCP’s Insider Trading Policy .
• Clawback: Nasdaq-compliant clawback to recoup “excess” incentive compensation for current and former executive officers after restatements; equity plan also includes forfeiture/clawback provisions for detrimental conduct (applies to award holders, including directors if applicable) .

Governance Assessment

• Strengths

  • Independent status affirmed by the Board; Rubin serves as Audit and Compensation Committee Chair and is the designated Audit Committee Financial Expert—positive for financial reporting and pay oversight .
  • Formal related-party transaction policy with oversight by Governance & Nominating; interested directors are recused; disclosures include key transactions, aiding transparency .
  • Anti-hedging policy in place; clawback policy aligned with Nasdaq rule; audit committee pre-approves auditor services and reports to Board .

• Watch items / potential red flags

  • Board engagement: The Board held no meetings in 2024 (two unanimous written consents). While committees met (Audit 4x; Compensation 1x; Governance 0x), the absence of full Board meetings may raise engagement concerns in a small-cap biotech context .
  • Committee concentration: Rubin concurrently chairs both Audit and Compensation and also sits on Governance. While permissible, concentration of committee leadership in a single director can reduce checks-and-balances if not mitigated by strong processes and independent peer oversight .
  • Interlocks/related-party context: Multiple OPKO-affiliated directors (including Rubin) coexist with related-party dealings involving OPKO-related parties (e.g., Frost-controlled lease; prior financing). The Governance Committee’s policy mitigates conflicts, but persistent interlocks warrant continued monitoring by investors .
  • Equity acceleration: The 2025 Equity Incentive Plan provides for single-trigger vesting acceleration upon a Change in Control, which some investors view as less aligned than double-trigger structures .

• Director pay/ownership alignment

  • 2024 director pay mix includes cash fees and time-vested RSUs; beneficial ownership is <1% of outstanding shares, with a significant portion in vested options/RSUs. No pledging disclosure; anti-hedging applies .