Jane Hsiao
OPKO HEALTHAbout Jane Hsiao
Vice Chairman of the Board and Chief Technical Officer of OPKO Health since May 2007; director since February 2007. Age 77; credentials include Ph.D. and MBA. Background spans technical leadership at IVAX and board-chair duties in medical devices; she is not an independent director under NASDAQ rules and does not serve on Board committees. Company pay-for-performance frameworks emphasize Adjusted Operating Income, Revenue, and Relative TSR; recent Say-on-Pay approvals were ~97% in 2024, signaling shareholder support for the program .
Company performance snapshot (pay-versus-performance table basis):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Company TSR – value of initial $100 | 268.71 | 327.21 | 85.03 | 102.72 | 100.00 |
| Net Income | (30,586) | (30,143) | (328,405) | (188,863) | (53,224) |
| Revenue | 1,435,413 | 1,774,718 | 1,004,196 | 863,495 | 713,142 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IVAX Corporation | Vice Chairman – Technical Affairs | 1995–2006 | Senior technical leadership of pharmaceutical programs |
| IVAX Animal Health (IVAX subsidiary) | Chairman, CEO, President | 1998–2006 | Led veterinary products subsidiary operations and strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Non-Invasive Monitoring Systems, Inc. | Chairman of the Board; Interim CEO | Chairman since Oct 2008; Interim CEO since Feb 2012 | Medical device governance and interim operational leadership |
| Cocrystal Pharma, Inc. | Director (prior) | — | Governance oversight at antiviral biotech (prior service) |
| Asensus Surgical, Inc. | Director (prior) | — | Governance oversight at surgical robotics/medtech (prior service) |
Fixed Compensation
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | 900,000 | 900,000 | 900,000 |
| 401(k) Contributions | 12,200 | 13,200 | 13,800 |
Notes:
- No employment agreement; base salary unchanged across 2022–2024 per program design .
Performance Compensation
Cash Bonus
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual Bonus Paid | — | 450,000 | 450,000 |
Program drivers include Adjusted Operating Income, Revenue, and Relative TSR; specific weighting/targets are not disclosed .
RSU Awards (time-based)
| Grant Date | Shares | Grant-Date Fair Value ($) | Vesting Schedule | Notes |
|---|---|---|---|---|
| 7/24/2024 | 500,000 | 710,000 | 50% on 7/24/2026; 25% on 7/24/2027; 25% on 7/24/2028 | Granted with discretionary bonus per 8‑K |
Stock Option Awards
| Grant Date | Options (#) | Exercise Price ($) | Expiration | Vesting |
|---|---|---|---|---|
| 5/18/2023 | 800,000 | 1.58 | 5/17/2033 | 25% annually starting 5/18/2024 |
| Historical grants | See “Outstanding Options” below | Various | 2025–2031 | Historically 4-year ratable |
Outstanding Options (as of 12/31/2024)
| Tranche | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 2015 grant | 450,000 | — | 14.42 | 3/17/2025 |
| 2016 grant | 450,000 | — | 10.41 | 3/31/2026 |
| 2018 grant | 500,000 | — | 4.46 | 6/20/2028 |
| 2019 grant | 350,000 | — | 2.47 | 6/30/2029 |
| 2020 grant | 450,000 | — | 2.27 | 6/3/2030 |
| 2021 grant | 400,000 | — | 4.81 | 2/18/2031 |
| 2023 grant | 200,000 | 600,000 | 1.58 | 5/17/2033 |
Program notes:
- Equity plans (2007 & 2016) accelerate vesting upon a Change in Control; no PRSUs/PSUs disclosed .
Equity Ownership & Alignment
| Ownership Metric | 2/29/2024 | 2/24/2025 |
|---|---|---|
| Beneficial Ownership (shares) | 35,777,284 | 35,927,284 |
| Ownership % of Outstanding | 5.11% | 5.33% |
| Options Included in Beneficial Ownership | 2,650,000 | 2,800,000 |
| Indirect Holdings (Hsu Gamma Investment, L.P.) | 5,127,404 | 5,127,404 |
Alignment and restrictions:
- Insider Trading Policy prohibits pledging, short sales, and derivatives absent prior written consent; trading limited to windows, supporting alignment and risk controls .
- As an employee director, compensation is reported within executive tables; non‑employee director retainers/options are separate and not applicable to Hsiao’s compensation disclosures .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | None; no individual employment contract disclosed for Hsiao . |
| Severance | None specified; only Zerhouni and Nabel have severance via offer letters . |
| Change‑in‑Control | Both 2007 and 2016 plans provide full acceleration of equity awards upon Change in Control . |
| Estimated CIC Acceleration Value (12/31/2024) | ~$1.2 million for Hsiao . |
| Clawback/Ownership Guidelines | Not disclosed in proxy; hedging/pledging restrictions exist per policy . |
Board Governance
- Board service history: Director since 2007; Vice Chairman of the Board and Chief Technical Officer; nominated annually with continuing service .
- Independence and committees: Not independent; independent directors lead all standing committees (Audit, Compensation, Corporate Governance & Nominating, Independent Investment, Succession); Hsiao is not on those committees .
- Dual-role implications: CEO is also Chairman; lead independent director (Richard C. Pfenniger, Jr.) oversees executive sessions and independence safeguards; executive sessions of independent directors occur at least twice annually, mitigating combined role risks .
- Attendance: Board met six times in 2024; most directors attended ≥88% of meetings; two at 83% and one at 85% .
Related Party & Interlocks
- Ruen‑Hui Biopharmaceuticals: On May 4, 2023, OPKO assigned an exclusive license obligations to Ruen‑Hui (Dr. Hsiao >10% interest) with upfront/milestone/royalty economics; effective Nov 24, 2023; terms include $150k upfront, up to $1 million milestones, additional commercial milestones (low to double-digit millions), and royalties .
- Convertible Notes role: January 4, 2024 Affiliate Note Purchase Agreement—affiliates including Dr. Hsiao exchanged prior OPKO 5% convertible notes plus accrued interest for new 3.75% Notes due 2029; initial conversion price ~$1.15/share (869.5652 shares per $1,000) .
Performance Compensation – Design Details
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Adjusted Operating Income | Not disclosed | Not disclosed | Not disclosed | Discretionary bonus awarded | Used among top measures |
| Revenue | Not disclosed | Not disclosed | 713,142 (FY24) | Discretionary bonus awarded | Company-selected measure in pay vs performance |
| Relative TSR | Not disclosed | Not disclosed | $100→$100 (FY24) | Discretionary bonus awarded | Part of performance lens |
Say‑on‑Pay & Compensation Committee
- Say‑on‑Pay approval ~97% in 2024; similar strong support in 2023 (~97%), signaling investor acceptance of pay design .
- Committee composition and process: Compensation Committee of independent directors; relies heavily on CEO recommendations; no outside compensation consultant historically; equity under 2016 plan; RSUs introduced in 2024 to further incentivize executives .
Investment Implications
- Shift from stock options to RSUs in 2024 lowers risk and increases line-of-sight value for Hsiao; large RSU tranche vests 2026–2028, potentially creating defined liquidity windows and possible selling pressure around vest dates .
- Strong ownership alignment: ~5.33% beneficial stake including options and LP holdings; hedging/pledging restricted without consent, reducing misalignment risks .
- Governance checks mitigate combined CEO/Chair structure; Hsiao’s non‑independent status and absence from committees temper direct influence over compensation and audit oversight .
- Retention risk is moderate: no individual severance; however, multi-year RSU vesting and substantial legacy options provide retention hooks; CIC acceleration (~$1.2M) adds event-driven incentives .
- Related party exposure through Ruen‑Hui and affiliate notes participation warrants ongoing monitoring for conflicts and capital allocation signals; terms were approved under the Related Party Transaction policy .