John Paganelli

About John A. Paganelli

John A. Paganelli is an independent director of OPKO Health who has served on the Board since December 2003; he previously served as Chairman of the Board (Dec 2003–Mar 27, 2007), Interim CEO and Secretary (Jun 29, 2005–Mar 27, 2007), and briefly as Interim CFO (Jun 29–Jul 1, 2005) . He is 90 years old and is standing as a nominee for re-election in 2025; OPKO lists his year first elected as 2003 . The Board has affirmatively determined he is independent under NASDAQ and applicable law .

Past Roles

External Roles

• No current public company directorships for Mr. Paganelli are disclosed in OPKO’s proxy .

Board Governance

• Independence: The Board determined Mr. Paganelli is an independent director under NASDAQ standards .
• Committee assignments (2024–2025):
  • Audit Committee: Member .
  • Corporate Governance & Nominating Committee: Chair .
  • Independent Investment Committee: Member .
  • Succession Committee: Member .
• Board leadership and independence context: OPKO’s lead independent director is Richard C. Pfenniger, Jr.; each standing committee is chaired by an independent director .
• Board/committee activity and engagement:
  • Board met 6 times in 2024 (plus 2 written consents); most directors attended ≥88% of their meetings; two attended 83% and one 85% (individuals not identified) .
  • Audit Committee met 8 times (plus 1 written consent) in 2024 .
  • Compensation Committee met 6 times in 2024 .
  • Corporate Governance & Nominating met 1 time (plus 2 written consents) in 2024 .
  • Independent Investment Committee met 2 times in 2024 .
  • Succession Committee met 1 time in 2024 .
• Executive sessions of independent directors occur at least twice annually; the lead independent director generally presides .

Fixed Compensation

• Program structure (non‑employee directors):
  • Annual cash retainer: $30,000; Committee Chair additional retainer: $7,500 .
  • Audit Committee member additional retainer: $15,000; Compensation Committee member additional retainer: $7,500 .
  • Equity: Option to acquire 30,000 shares each year (50,000 upon initial appointment); Audit Committee Chair and Lead Independent Director receive an additional annual 15,000‑share option .

Notes: Option award grant-date fair values computed under ASC 718 .

Performance Compensation

• No performance-based metrics are disclosed for director compensation; annual director equity is delivered as stock options with fixed grant sizes, not contingent on performance targets .
• For context, OPKO’s pay‑versus‑performance and performance metrics (Adjusted Operating Income, Revenue, Relative TSR) apply to executive pay, not director pay .

Other Directorships & Interlocks

Expertise & Qualifications

• Multi-decade leadership in investment management, insurance operations, and corporate governance (President/CEO at Transamerica Life Insurance Co. of NY; founder/partner in financial and investment firms; chair roles at a software company) .
• As one of OPKO’s longest-tenured directors, brings historical context and financial/operational insight; OPKO cites his ability to add expertise across operational and financial issues .

Equity Ownership

• OPKO policy prohibits pledging, short selling, and derivative transactions in OPKO stock without prior written consent; trading is limited to open windows for covered persons .

Governance Assessment

• Board effectiveness and independence
  • Positive: Independent status; chairs the Corporate Governance & Nominating Committee; serves on Audit, Independent Investment, and Succession Committees—roles central to oversight of board composition, related-party reviews, minority investments, and executive succession . Executive sessions occur regularly, with a lead independent director structure in place .
  • Engagement: Robust committee cadence in 2024 (e.g., Audit 8x; Compensation 6x) supports active oversight; overall Board attendance generally high (≥88% for most directors) .
• Alignment and ownership
  • Holds 633,515 shares including 240,000 options; stake is <1% but provides some alignment; director equity delivered in stock options provides at‑risk exposure to share price .
  • Hedging/pledging restrictions reduce misalignment/financing risk from pledges .
• Conflicts/related-party exposure
  • OPKO maintains numerous related‑party relationships (e.g., leases with Frost entities; e‑commerce agreement with NextPlat; supply purchases from Danaher affiliates; transactions linked to Hsiao-related Ruen‑Hui), all subject to an Audit Committee‑administered related‑party policy and approvals; Mr. Paganelli’s role on the Audit Committee places him directly in the oversight chain for such transactions .
  • No related‑party transactions specific to Mr. Paganelli are disclosed in the proxy .
• Shareholder sentiment signal
  • Say‑on‑Pay approval at ~97% in 2024 suggests limited investor concern with compensation governance; while this pertains to executive pay, it reflects broad governance acceptance that the board (including Mr. Paganelli) oversees .
• RED FLAGS to monitor
  • Concentration of significant related‑party dealings involving other insiders (Frost entities, NextPlat, etc.) heightens the importance of strong, demonstrably independent Audit Committee oversight; continued transparency around terms and pre‑approval/ratification remains critical .
  • Combined CEO/Chair structure persists (mitigated by lead independent director and fully independent committees) .