Gary Nabel
OPKO HEALTHAbout Gary J. Nabel
Gary J. Nabel, M.D., Ph.D. (age 71) has served as an OPKO director since May 9, 2022 and is OPKO’s Chief Innovation Officer; he is also President & CEO of ModeX, an OPKO subsidiary acquired in May 2022 . He is a physician-scientist and former Sanofi Chief Scientific Officer (2012–2020) and NIH Vaccine Research Center Director (1999–2012), with 450+ publications; he earned his A.B. from Harvard (1975), Ph.D. (1980), and M.D. (1982), and is a member of the National Academy of Medicine (1998) . He is not classified as an independent director under NASDAQ rules given his management role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi | Chief Scientific Officer, Global R&D; Head, North America R&D Hub; SVP | 2012–2020 | Oversaw Breakthrough Lab; trispecific antibodies for HIV; cancer immunotherapies; novel vaccines |
| NIH Vaccine Research Center (VRC) | Director | 1999–Dec 2012 | Led basic, clinical, translational research; vaccine strategies for HIV, universal influenza, Ebola, emerging viruses |
| ModeX Therapeutics (pre-OPKO) | Co-founder; President & CEO | Oct 2020–May 2022 | Start-up biotech; acquired by OPKO in May 2022 |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| SIGA Technologies (NASDAQ: SIGA) | Director | Current | Commercial-stage pharma focused on health security |
| Candel Therapeutics (NASDAQ: CADL) | Director | Current | Clinical-stage biopharma (viral immunotherapies) |
| ModeX (OPKO subsidiary) | President & CEO | Current | Internal subsidiary leadership (not an outside directorship) |
Board Governance
- Independence: Not independent (management director) .
- Committee assignments: None (no standing committee membership) .
- Board leadership and oversight context:
- CEO and Chair roles combined (Phillip Frost); lead independent director identified as Richard C. Pfenniger, Jr. .
- Board met 6 times in FY2024; two directors attended 83% and one attended 85%—all others ≥88% across Board/committees (individual breakdown not disclosed) .
- Independent directors hold all committee chair roles (Audit, Compensation, Nominating, Independent Investment, Succession) .
Fixed Compensation
| Component | OPKO Program | Applicability to Nabel |
|---|---|---|
| Non-employee director annual cash retainer | $30,000 (quarterly) | Not applicable (employee director; not listed in non-employee director comp table) |
| Committee chair fees | +$7,500 annually; Audit Chair also receives option grant | Not applicable (no committee roles; employee director) |
| Committee member retainers | Audit member +$15,000; Compensation member +$7,500 (both annual) | Not applicable |
OPKO discloses non-employee director compensation; Nabel, as an employee director, is not included in that table and does not appear to receive those director fees .
Performance Compensation
| Element | OPKO’s stated pay-for-performance measures (FY2024) |
|---|---|
| Metrics used by Compensation Committee | Adjusted Operating Income; Revenue; Relative Total Shareholder Return (TSR) |
| Shareholder signal | Say-on-Pay approval ~97% at 2024 annual meeting (for NEO compensation) |
OPKO’s proxy details metrics for Named Executive Officers; Nabel is not a Named Executive Officer in the SCT, so his individual incentive metrics/targets are not separately disclosed .
Other Directorships & Interlocks
| Company | Relationship to OPKO | Potential Conflict Noted |
|---|---|---|
| SIGA Technologies | No OPKO related-party transaction disclosed with SIGA | None disclosed in proxy – |
| Candel Therapeutics | No OPKO related-party transaction disclosed with Candel | None disclosed in proxy – |
Related-party items disclosed involve other directors/executives (e.g., Frost’s entities, Danaher via Zerhouni, Hsiao’s Ruen-Hui, NextPlat), not Nabel .
Expertise & Qualifications
- Physician-scientist; extensive leadership in pharma R&D and government research (Sanofi CSO; NIH VRC Director) .
- Education: Harvard A.B. (1975); Ph.D. (1980); M.D. (1982); post-doc with David Baltimore; National Academy of Medicine (1998) .
- Publications: 450+; awards include Amgen Scientific Achievement and HHS Secretary’s Award .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 20,719,442 shares (3.08% of common stock) as of Feb 24, 2025 |
| Components | Includes options to purchase 192,462 shares; 351,442 shares via Nabel Family Investments LLC; 19,912,459 shares via EGN 2021 Trust (Nabel is investment advisor with independent trustee) |
| Disclaimed/excluded holdings | Excludes 19,912,459 shares held by GJN 2021 Trust (benefit of spouse/descendants; spouse co-trustee) and 220,689 shares held by spouse; aggregate of EGN+GJN trusts ~5.93% |
| Shares outstanding base | Percentages based on ~671.6 million shares outstanding at record date |
| Hedging/pledging policy | Company prohibits pledging, margin purchases, short selling, and derivatives in Company stock without prior written consent (no pledging by Nabel disclosed) |
| Section 16 compliance | All required insiders complied with Section 16(a) filings (no exceptions noted) |
Employment & Contracts
| Provision | Terms |
|---|---|
| Employment start date (OPKO) | Appointed Director & Chief Innovation Officer on May 9, 2022 |
| Severance (offer letter) | 12 months base salary and benefits if terminated without cause or for good reason |
| Change-of-control (CIC) equity | Single-trigger: all outstanding awards under 2007/2016 plans fully vest upon a “Change in Control” as defined |
| Estimated CIC value (12/31/2024) | Approx. $900,000 acceleration value for Nabel if CIC occurred on 12/31/2024 |
Governance Assessment
- Board effectiveness and role: Nabel brings deep R&D leadership and translational science credentials aligned with OPKO’s innovation agenda .
- Independence and committee work: As a management director, he is not independent and holds no committee seats—limiting direct involvement in audit/comp/nomination oversight; independent directors chair all committees and a lead independent director is in place .
- Ownership alignment: Material beneficial ownership (~3.08%) including family LLC and trust exposure supports alignment, though significant trust holdings and disclaimers underscore complex ownership structure; no pledging disclosed and the company restricts such practices .
- Pay design signals: Company-wide pay-for-performance uses Adjusted Operating Income, Revenue, and Relative TSR; shareholders supported Say-on-Pay (~97% in 2024), a constructive governance signal, though Nabel is not an SCT-listed NEO .
- Conflicts/related-party: No related-party transactions disclosed involving Nabel; dual role leading ModeX (subsidiary) is operational rather than third-party related party –.
RED FLAGS and investor considerations:
- Non-independence and absence of committee roles may reduce direct oversight leverage by this director .
- Single-trigger CIC acceleration on equity awards (company-wide plan feature) is often viewed as less shareholder-friendly than double-trigger constructs .
- Concentration of insider directors (five management directors) alongside a combined CEO/Chair structure elevates reliance on the lead independent director and committee chairs for checks and balances; majority of the Board is independent, partially mitigating this risk .