Elias Zerhouni

About Elias Zerhouni

Elias A. Zerhouni, M.D., age 73, is Vice Chairman of the Board and President of OPKO Health, appointed May 9, 2022; he is a physician-scientist in imaging and biomedical engineering, former NIH Director, and former President of Global R&D at Sanofi . Company performance context during his tenure: OPKO’s reported revenue trended from 2022 to 2024 at 1,004,196 → 863,495 → 713,142 (as disclosed), with company TSR index values of 85.03 (2022), 102.72 (2023), and 100.00 (2024) versus NASDAQ Biotech peer TSR of 113.65, 118.87, and 118.20, respectively . OPKO’s pay-versus-performance framework lists Adjusted Operating Income, Revenue, and Relative Total Shareholder Return as key measures used in 2024 .

Past Roles

External Roles

Fixed Compensation

Notes:

• No disclosed target bonus percentage; bonuses in 2023–2024 were discretionary based on corporate and individual performance .

Performance Compensation

Equity Awards (RSUs)

Stock Options Outstanding (as of 12/31/2024) and New Grants

Performance linkages:

• Company cites Adjusted Operating Income, Revenue, and Relative TSR among the most important measures used in setting pay-for-performance in 2024; specific weightings/targets are not disclosed .

Equity Ownership & Alignment

Insider transactions and potential selling pressure:

• Open-market purchases on 01/05/2024: 400,000 shares at $0.94; 100,000 at $0.93; 33,300 at $0.91; 66,700 at $0.92 (multiple line items; aggregate reflected across filings) .
• RSU grant reported on Form 4 dated 07/26/2024 (transaction 07/24/2024): 500,000 RSUs (price $0; direct ownership shown as 589,600 post-transaction), with trust positions referenced .
• Option grant reported 05/29/2025: 500,000 options at $1.31, 10-year term, vesting over 4 years .

Interpretation:

• January 2024 open-market buys signal alignment and confidence; RSU vesting pushes potential selling pressure into mid-2026–2028; option grants vest through 2029–2035, further aligning long-term incentives .

Employment Terms

Board Governance

• Board service: Director since 2022; currently Vice Chairman of the Board (dual role as executive officer) .
• Committee roles: OPKO’s standing committees are composed solely of independent directors; Zerhouni is not listed on Audit, Compensation, Nominating, Independent Investment, or Succession Committees .
• Independence and leadership: CEO is also Chairman; Lead Independent Director is Richard C. Pfenniger, Jr., with independent directors chairing all committees .
• Executive sessions: Independent directors meet not less than twice annually; lead independent or designated presiding director leads sessions .
• Board attendance: Board met six times in 2024; most directors attended ≥88% of meetings; two at 83% and one at 85% (director-specific rates not disclosed) .

Director compensation (context for non-employee directors):

• Non-employee director annual cash retainer $30,000; committee/lead independent retainers and annual option grants per role; table disclosed for FY2024 (not applicable to Zerhouni as an employee-director) .

Compensation Structure Analysis

• Mix shift: Introduction of time-based RSUs in 2024 for NEOs increases guaranteed equity versus solely options; grant to Zerhouni was $710,000 fair value for 500,000 RSUs .
• Performance metrics: Company highlights Adjusted Operating Income, Revenue, and Relative TSR in setting pay-for-performance; quantitative weightings/targets not disclosed .
• Discretionary elements: Bonuses awarded in 2023–2024 were discretionary based on corporate and individual performance; no formal external compensation consultant used .
• Say-on-Pay support: 97% approval at 2024 annual meeting; no changes deemed necessary by Board/Comp Committee .

Related Party Transactions and Interlocks

• Procurement from Danaher affiliates (where Zerhouni is a director) by OPKO subsidiary BioReference: $3.2M (Beckman Coulter), $4.7M (IDT), $0.3M (Leica) in 2024 .
• Audit Committee oversees related party transactions under written policy; all transactions approved per policy .

Risk Indicators & Red Flags

• Pledging/hedging: Prohibited without prior written consent; no hedging/pledging reported for Zerhouni .
• Legal proceedings: None involving directors/executives reported .
• CIC acceleration: Single-trigger acceleration under equity plans may incentivize transaction timing; quantified CIC option value estimates disclosed for NEOs at 12/31/2024 (Zerhouni approx. $1.1M) .
• Governance structure: Combined CEO/Chair; mitigated by lead independent and independent committee chairs .

Performance & Track Record (Company-level context)

Insider Transactions Detail (Trading Signals)

Investment Implications

• Alignment: Significant long-dated option grants (2022–2025) and RSUs (2024) with staggered vesting through 2035 suggest strong retention incentives and long-term alignment; January 2024 insider purchases reinforce confidence and reduce near-term selling overhang until RSU vesting begins in mid-2026 .
• Pay-for-performance: While OPKO cites Adjusted Operating Income, Revenue, and Relative TSR for 2024, the absence of disclosed weightings/targets suggests meaningful discretion; the 97% Say-on-Pay approval reduces governance overhang but implies investors accept current pay structures .
• Governance/Interlocks: Dual role as executive director in a board with combined CEO/Chair is balanced by a lead independent director and independent committee chairs; related-party procurement from Danaher (where Zerhouni is a director) is monitored under a formal related-party policy—important to track for potential conflicts but currently procedurally managed .
• Event risk economics: Single-trigger equity acceleration under CIC plans and 12 months’ severance for Zerhouni create predictable transition costs; monitor RSU vesting windows (starting 07/24/2026) and option tranche schedules for potential 10b5-1 program filings and liquidity events .