Richard Krasno
OPKO HEALTHAbout Richard M. Krasno, Ph.D.
Independent director of OPKO Health since 2017, age 83, with a career spanning philanthropy, higher education leadership, and international education policy . He holds a B.S. from the University of Illinois and a Ph.D. from Stanford University . The OPKO Board affirmatively determined he is independent under NASDAQ standards . His profile highlights financial literacy, managerial experience, and public-company board service .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| William R. Kenan, Jr. Charitable Trust | Executive Director | 1999–2014 | Also President of four affiliated Kenan Funds (1999–2010) |
| Monterey Institute of International Studies | President | Prior to 1999 | Led academic institution in Monterey, CA |
| Institute of International Education | President & CEO | 1981–1998 | Ran global education nonprofit |
| U.S. Department of Education | Deputy Assistant Secretary | 1979–1980 | Federal policy role |
| UNC Health Care System | Director; Chair of Board | Director 2004–2012; Chair 2009–2012 | Chaired the board 2009–2012 |
External Roles
| Organization | Role | Public/Private | Status |
|---|---|---|---|
| BioCardia, Inc. (NASDAQ: BCDA) | Director | Public | Current |
| Ladenburg Thalmann (NYSE American: LTS) | Director | Public | Former |
| Castle Brands, Inc. (NYSE American: ROX) | Director | Public | Former |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director (NASDAQ and applicable law) |
| Years of service | Director since 2017 |
| Committees | Audit (member), Compensation (Chair), Independent Investment (member), Succession (member) |
| Committee activity FY2024 | Audit met 8x; Compensation 6x; Independent Investment 2x; Succession 1x |
| Board attendance (aggregate FY2024) | Board met 6x; most directors attended ≥88% of meetings; two at 83%, one at 85% (individuals not named) |
| Lead Independent Director | Richard C. Pfenniger, Jr. |
| Executive sessions | Independent directors meet at least twice annually |
Fixed Compensation
| Component | Fiscal 2024 | Fiscal 2023 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 60,000 | 60,000 |
| Option Awards (grant-date fair value, $) | 24,900 | 32,400 |
| Total ($) | 84,900 | 92,400 |
| Director Fee Structure | Amount |
|---|---|
| Annual cash retainer (non-employee director) | $30,000 |
| Audit Committee member annual cash retainer | $15,000 |
| Compensation Committee member annual cash retainer | $7,500 |
| Committee Chair additional cash retainer | $7,500 |
| Annual option grant to non-employee directors | 30,000 options on annual meeting date |
| Initial option grant upon appointment | 50,000 options |
| Lead Independent Director incremental | $10,000 cash + 15,000 options annually |
| Audit Committee Chair incremental options | 15,000 options annually |
Performance Compensation
| Metric | FY2024 Disclosure | Applies to Director Compensation? |
|---|---|---|
| Adjusted Operating Income | Used for pay-versus-performance analysis for NEOs | No (director pay is retainer + options) |
| Revenue | Company-selected measure in pay-versus-performance | No |
| Relative Total Shareholder Return | Considered in pay-versus-performance | No |
- OPKO states neither management nor the Compensation Committee engaged external compensation consultants; the committee relies heavily on CEO recommendations for executive officer pay (excluding CEO), a governance consideration for the committee chaired by Dr. Krasno .
Other Directorships & Interlocks
| Entity | Nature of Relationship | Potential Interlock/Conflict |
|---|---|---|
| BioCardia, Inc. | Dr. Krasno is a director at BioCardia | OPKO held a minority investment in BioCardia during FY2024 (0.3%); such investments are treated as related-party due to board representation; Audit Committee oversees related-party transactions |
Expertise & Qualifications
- Financial literacy and managerial experience; adds “valuable insight” across business and operational issues .
- Leadership track record in philanthropy and education administration (Kenan Trust, IIE) and public-sector experience (U.S. Dept. of Education) .
- Public-company governance exposure via multiple directorships .
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | Components | Percent of Class |
|---|---|---|---|
| Feb 24, 2025 | 343,333 | Includes options to acquire 240,000 shares; includes 103,333 shares held by the Richard M. Krasno Trust (Trustee: Dr. Krasno) | <1% |
| Feb 29, 2024 | 283,333 | Includes options to acquire 180,000 shares; includes 103,333 shares held by the Richard M. Krasno Trust | <1% |
- Hedging/pledging: Company policy prohibits pledging, short sales, and derivatives in company securities without written consent; no pledging by Dr. Krasno disclosed .
Governance Assessment
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Strengths:
- Independent director with multi-decade leadership experience; chairs Compensation Committee and serves on Audit, Independent Investment, and Succession Committees—indicative of broad engagement .
- Board/committee activity is robust (Audit 8x; Compensation 6x in FY2024); independent directors lead all standing committees .
- Say-on-Pay support was ~97% at 2024 and 2025 annual meetings, signaling investor confidence in compensation oversight framework .
- Clear policies on related-party transactions and prohibitions on hedging/pledging; Audit Committee reviews and pre-approves related-party items .
-
Watch items / potential red flags:
- Compensation Committee (chaired by Dr. Krasno) does not use external compensation consultants and relies heavily on CEO recommendations for executive pay (excluding CEO), which may challenge perceived independence and rigor of pay-for-performance oversight in some investors’ views .
- OPKO maintains minority stakes in several entities where directors hold roles; specifically, OPKO’s holding in BioCardia alongside Dr. Krasno’s directorship is managed under related-party policies but remains an interlock to monitor for transaction fairness and disclosure quality .
-
Signals in director pay mix:
- Cash fees stable year-over-year ($60,000); option grant fair value decreased in 2024 vs. 2023 ($24,900 vs. $32,400), reflecting grant valuation dynamics and/or stock price at grant; no performance-based equity for directors .