Prem Lachman
OPKO HEALTHAbout Prem A. Lachman
Prem A. Lachman, M.D., age 64, has served as an independent director of OPKO Health since March 2021. He is a healthcare investment manager with over 35 years of experience across portfolio management, biopharmaceutical investment research, and healthcare investment banking, and was active in gastroenterology research during his tenure at Mount Sinai. He founded Maximus Capital, LLC in 2001 and previously held senior roles at The Galleon Group and Goldman Sachs & Co.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Managing Director, Investment Research | 1989–1998 | Led healthcare investment research; capital markets expertise |
| The Galleon Group | General Partner | 1998–2001 | Portfolio management and hedge fund governance |
| Maximus Capital, LLC | Founder & General Partner | 2001–Present | Healthcare investment management; capital allocation |
| Mount Sinai Medical Center | Gastroenterology Research | Not disclosed | Clinical research experience informing healthcare oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Museum of Modern Art (New York) | Directors Council Board Member | Current | Non-profit governance |
| New York Metropolitan Opera | Board Member | Current | Non-profit governance |
| Mount Sinai Medical Center (NY) – Dept. of Surgery | Board Member | Current | Academic/clinical governance |
Board Governance
- Independence: The Board affirmatively determined Dr. Lachman is independent under NASDAQ listing standards and applicable law .
- Lead Independent Director: Richard C. Pfenniger Jr. serves as Lead Independent Director; independent directors head all standing committees .
- Board/Committee activity and engagement:
- Board met 6 times; written consent 2 times in fiscal 2024. Most directors attended ≥88% of meetings; two at 83% and one at 85% (not attributed to specific directors) .
- Executive sessions of independent directors occur at least twice annually .
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Audit Committee | Member | 8 meetings; oversees financial reporting, internal controls, and related-party transaction approvals |
| Compensation Committee | Member | 6 meetings; reviews executive and director compensation programs |
| Corporate Governance & Nominating Committee | Member | 1 meeting; 2 written consents; board composition and governance process |
| Independent Investment Committee | Chair | 2 meetings; oversight of OPKO minority investments, Section 13/16 compliance |
Fixed Compensation
| Component (FY2024) | Amount (USD) | Basis |
|---|---|---|
| Base annual retainer | $30,000 | Non-employee directors; paid quarterly |
| Audit Committee member retainer | $15,000 | Additional annual retainer; paid quarterly |
| Compensation Committee member retainer | $7,500 | Additional annual retainer; paid quarterly |
| Independent Investment Committee chair retainer | $7,500 | Additional annual retainer; paid quarterly |
| Total cash paid (reported) | $60,000 | Aligns with disclosed FY2024 director compensation |
Performance Compensation
| Item | Detail | Value |
|---|---|---|
| Annual director option grant policy | 30,000 options each year after appointment; 50,000 options upon initial appointment | Policy disclosure (not a grant count for 2024) |
| FY2024 Option Awards (fair value) | Grant-date fair value per ASC 718 | $24,900 |
| Options outstanding (12/31/2024) | Aggregate stock options held | 160,000 |
Notes:
- The FY2024 amount reflects grant-date fair value per ASC 718; director equity is option-based, not tied to explicit performance metrics (e.g., EPS/TSR hurdles) .
- Audit Chair and Lead Independent Director receive additional annual option grants (15,000 each), which do not apply to Dr. Lachman in FY2024 .
Other Directorships & Interlocks
- Current public company boards: None disclosed in OPKO’s proxy biography for Dr. Lachman .
- Compensation Committee interlocks: Company disclosed no interlocks requiring SEC disclosure for fiscal 2024; includes Dr. Lachman as a Compensation Committee member .
Expertise & Qualifications
- 35+ years across portfolio management, biopharma investment research, and healthcare investment banking; founder/operator of an investment firm .
- Clinical/scientific exposure via gastroenterology research at Mount Sinai; informed oversight of healthcare businesses .
- Governance experience across non-profit and academic boards (MoMA, Metropolitan Opera, Mount Sinai Dept. of Surgery) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (as of 2/24/2025) | 160,000 shares | Composed of options counted as beneficial if exercisable within 60 days |
| Ownership % of outstanding shares | <1% | Asterisk denotes “Less than 1%” in proxy table |
| Composition detail | Includes options to acquire 160,000 shares | Footnote (11) confirms options inclusion |
| Pledging/Hedging | None disclosed; policy restricts without written consent | Company policy prohibits pledging/derivatives without consent |
Governance Assessment
- Board effectiveness: Independent director with multi-committee engagement and chair role on the Independent Investment Committee; committees met regularly (Audit 8; Compensation 6; Governance 1 + 2 consents; Investment 2), indicating active oversight cadence .
- Independence and conflicts: Board affirmatively determined independence; related-party transactions are reviewed/approved by the Audit Committee (of which Dr. Lachman is a member). No specific related-party transactions involving Dr. Lachman are disclosed in the proxy .
- Ownership alignment: Beneficial ownership is entirely option-based and below 1%, which signals limited “skin in the game” versus larger equity holders; however, OPKO prohibits pledging/derivatives without consent, reducing misalignment risks .
- Compensation signals: Director pay mixes modest cash retainers with annual option grants consistent with OPKO policy; no performance-conditioned director equity is disclosed .
- Shareholder sentiment: Say-on-Pay support was approximately 97% at the 2024 annual meeting, indicating broad investor support for compensation governance at OPKO (executive-focused but relevant to overall governance posture) .
RED FLAGS:
- Low direct equity ownership (<1%) may limit alignment compared to larger holders; monitoring of future equity accumulation is warranted .
- OPKO maintains numerous minority investments and related-party exposures (chiefly tied to other executives/directors); continued vigilance via the Investment Committee chaired by Dr. Lachman and Audit Committee review is essential for conflict mitigation .