Richard Pfenniger
OPKO HEALTHAbout Richard C. Pfenniger, Jr.
Richard C. Pfenniger, Jr. (age 69) is OPKO’s lead independent director and has served on the Board since 2008, currently chairing both the Audit Committee and the Succession Committee . He is affirmed “independent” under NASDAQ rules and applicable law . His background spans CEO, COO, and General Counsel roles in healthcare and education, including Continucare Corporation (CEO/President), Whitman Education Group (CEO/Vice Chair), and IVAX Corporation (COO; SVP-Legal Affairs & General Counsel) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continucare Corporation | CEO & President; Chairman of the Board | CEO/President 2003–2011; Chairman 2002–2011 | Led primary care/physician services provider; board leadership |
| Whitman Education Group, Inc. | CEO & Vice Chairman | 1997–June 2003 | Executive leadership in education services |
| IVAX Corporation | COO; SVP-Legal Affairs & General Counsel | COO 1994–1997; SVP/GC 1989–1994 | Senior operating and legal leadership in pharmaceuticals |
| Private Law Practice | Attorney | Prior to IVAX | Legal practice experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| Cocrystal Pharmaceuticals, Inc. (NASDAQ:COCP) | Director | Current |
| Fluent, Inc. (NASDAQ:FLNT) | Director | Current |
| GeneDx Holding Corp. (NASDAQ:WGS) | Director | Current |
| Phillip and Patricia Frost Museum of Science | Vice Chair, Board of Trustees; Executive Committee member | Current |
| Asensus Surgical, Inc. | Director | Former |
| GP Strategies Corporation (NYSE:GPX) | Director | Former |
| BioCardia, Inc. (NASDAQ:BCDA) | Director | Former |
Board Governance
- Independence: Board affirmed Pfenniger as independent; considered museum ties, cross-directorships at COCP, and other relationships in its determination .
- Lead Independent Director: Formally designated, presides over executive sessions, serves as liaison to management .
- Executive sessions: Independent directors meet at least twice annually; lead independent generally presides .
- Meeting cadence: Board met 6 times in fiscal 2024 (plus 2 written consents). Audit (8 meetings + 1 consent), Compensation (6), Governance (1 + 2 consents), Independent Investment (2), Succession (1) .
- Attendance: In 2024, all incumbent directors attended ≥88% of Board/committee meetings except two at 83% and one at 85% (no director-specific breakdown provided) .
| Committee | Membership/Role |
|---|---|
| Audit Committee | Chair (Pfenniger) |
| Succession Committee | Chair (Pfenniger) |
| Compensation Committee | Not a member |
| Corporate Governance & Nominating | Not a member |
| Independent Investment Committee | Not listed as member |
Notably, the Board designated Pfenniger as an “audit committee financial expert” under SEC rules .
Fixed Compensation
| Component | Detail |
|---|---|
| Annual cash retainer (non-employee directors) | $30,000, paid quarterly |
| Committee chair cash retainer | $7,500 per chair, paid quarterly |
| Audit Committee member cash retainer | $15,000 per member, paid quarterly |
| Compensation Committee member cash retainer | $7,500 per member, paid quarterly |
| Lead Independent Director cash retainer | $10,000, paid quarterly |
| FY2024 Director Pay (Pfenniger) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 70,000 |
| Total | 70,000 |
Performance Compensation
- Annual equity awards policy (directors):
- Option to acquire 30,000 shares annually at the annual meeting date .
- Audit Committee Chair: additional 15,000 options annually .
- Lead Independent Director: additional 15,000 options annually .
- FY2024 option grant fair value (Pfenniger): $49,800 .
- Options outstanding (Pfenniger): 420,000 .
| Equity Award Detail (Indicative) | Quantity / Price | Source |
|---|---|---|
| Annual director option | 30,000 (policy) | |
| Audit Chair additional option | 15,000 (policy) | |
| Lead Independent additional option | 15,000 (policy) | |
| FY2025 grant (post-AGM timing): Stock option award | 60,000 at $1.47 |
No director performance metric targets (e.g., TSR/financial KPIs) are disclosed for director equity; director equity is time-based option grants per policy .
Other Directorships & Interlocks
| Company | Interlock/Related Party Context |
|---|---|
| GeneDx Holdings (NASDAQ:WGS) | OPKO held 2.3% as of 12/31/2024, selling 2,937,762 shares in 2024 and subsequently sold all holdings; Pfenniger sits on GeneDx’s Board . |
| Cocrystal Pharma/Pharmaceuticals (NASDAQ:COCP) | OPKO owns ~2%; Dr. Frost beneficially owns ~13%; multiple OPKO insiders have served on COCP’s Board; Board considered these relationships in independence review . |
| Phillip & Patricia Frost Museum of Science | OPKO contributed an aggregate of $1 million; Pfenniger vice chair; considered in independence review . |
The Audit Committee reviews and approves related party transactions; the related party transaction policy requires committee approval/pre-approval and sets thresholds, with Audit Chair authorized to pre-approve small transactions pending full committee review .
Expertise & Qualifications
- Multi-faceted executive experience: CEO/President (Continucare), CEO/Vice Chair (Whitman), COO and SVP/GC (IVAX); prior private practice of law .
- Audit committee financial expert designation per SEC definition .
- Healthcare industry, legal, and operational expertise noted in his Board biography; currently lead independent director and Audit Chair .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Total beneficial ownership | 745,000 shares; includes options to acquire 420,000 |
| Ownership as % of outstanding shares | Less than 1% (based on 671,601,520 shares at 2/24/2025) |
| Options outstanding (director) | 420,000 |
Policies:
- Hedging/pledging: Directors/officers are prohibited from pledging, margin purchases, short selling, puts/calls, or derivative transactions without prior written consent; trading limited to windows after earnings .
- No disclosure of pledged shares for Pfenniger in the proxy .
Insider Trades (alignment signals)
| Date (Filing/Txn) | Type | Quantity | Price ($) | Post-transaction position | Link |
|---|---|---|---|---|---|
| 2024-01-05 / 2024-01-05 | Open market purchase | 13,000 | 0.9264 | 313,000 shares | |
| 2024-01-05 / 2024-01-05 | Open market purchase | 12,000 | 0.9488 | 325,000 shares | |
| 2025-04-23 / 2025-04-23 | Option award | 60,000 | 1.47 | 60,000 options |
Governance Assessment
- Positives:
- Lead Independent Director and Audit Committee Chair with SEC “financial expert” designation; central to risk oversight, related party review, and cybersecurity oversight reporting cadence (≥4x/year to Audit) .
- Independent status affirmed despite multiple interlocks; Board and committees composed solely of independent directors (for standing committees), with clear executive session practices enhancing independence .
- Director equity aligns interests; open market purchases in January 2024 near $0.93–$0.95 indicate personal capital commitment at depressed prices .
- Risks/RED FLAGS:
- Multiple interlocks and related party contexts (COCP stake, museum contribution, prior OPKO holding in GeneDx while Pfenniger serves on GeneDx Board) increase potential conflict surface; mitigated by formal related party transaction policy and Audit Committee oversight (which Pfenniger chairs) .
- OPKO’s leadership and affiliates (e.g., Frost-related entities) have frequent transactions with the Company (leases, convertible notes, e-commerce agreements), underscoring the importance of truly independent audit oversight to maintain investor confidence .
- Investor signals:
- Say-on-Pay (executives) approved by ~97% in 2024, suggesting broad shareholder support for compensation governance; while not specific to directors, it reflects a positive governance sentiment backdrop .