Roger Medel
OPKO HEALTHAbout Roger J. Medel, M.D.
Roger J. Medel is an independent director of OPKO Health, serving since December 2020. He is 78 years old as of the February 24, 2025 record date and has deep operational experience as co-founder, long-time CEO and director of Pediatrix Medical Group (MEDNAX) . His board biography highlights extensive healthcare leadership and board service across public and private organizations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pediatrix Medical Group (MEDNAX) | Director | 1979–Mar 2023 | Co-founder; public company governance |
| Pediatrix Medical Group (MEDNAX) | Chief Executive Officer | 1979–Dec 2002; Mar 2003–Jul 2020 | Led national physician services platform |
| Pediatrix Medical Group (MEDNAX) | President | 1979–May 2000; Mar 2003–May 2004 | Executive leadership |
| MBF Healthcare Acquisition Corp | Director | Jun 2006–Apr 2009 | SPAC board governance |
| University of Miami | Trustee | Jan 2004–Feb 2012 | Academic board oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dana-Farber Cancer Institute | Board of Trustees member | Since Jan 2011 | Non-profit healthcare oversight |
| Schweiger Dermatology Group (private) | Director | Since 2014 | Private equity–backed multi-state practice |
| InnovaCare Health (private) | Director (prior) | Not specified | Healthcare company board |
| MBF Healthcare Partners | Advisory Committee | Current | Private equity advisory |
Board Governance
- Independence: The Board affirmatively determined Dr. Medel is independent under NASDAQ and applicable law; independence review considered a prior GeneDx–Mednax Services JV terminated in Jan 2022 while Medel was a director at Pediatrix .
- Committee assignments (current): Compensation Committee (member), Corporate Governance & Nominating Committee (member). No chair roles .
- Board attendance: In 2024, the Board met 6 times (plus 2 written consents). Except for two directors at 83% and one at 85%, all incumbent directors attended 88%+ of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session not less than twice annually; the Lead Independent Director (Pfenniger) generally presides .
| Governance Item | 2024 Status |
|---|---|
| Compensation Committee membership | Member |
| Corporate Governance & Nominating membership | Member |
| Committee chair roles | None |
| Lead Independent Director | Richard C. Pfenniger, Jr. |
| Corporate Governance & Nominating activity | Met 1 time; acted by written consent twice |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 37,500 | 37,500 |
| Stock Awards ($) | — (none disclosed) | — (none disclosed) |
| Option Awards (Grant Date FV, $) | 32,400 | 24,900 |
| Total ($) | 69,900 | 62,400 |
Program structure (non-employee directors):
- Annual cash retainer: $30,000; initial option grant 50,000 shares; annual option grant 30,000 shares at each annual meeting .
- Additional retainers: Committee chair $7,500; Compensation Committee member $7,500; Audit Committee member $15,000; Lead Independent Director $10,000 plus 15,000-share option annually .
Performance Compensation
- Instrument mix: Non-employee director equity is exclusively stock options; no RSUs/PSUs disclosed for directors .
- Valuation methodology: Option fair values determined using Black-Scholes .
- Company’s key performance measures (executive pay context): Adjusted Operating Income, Revenue, Relative TSR; director awards are not tied to these metrics .
| Feature | Details |
|---|---|
| Initial option grant | 50,000 shares upon appointment |
| Annual option grant | 30,000 shares at annual meeting |
| Additional option grant (Audit Chair) | 15,000 shares annually |
| LID additional option | 15,000 shares annually |
| Option valuation | Black-Scholes (ASC 718) |
Other Directorships & Interlocks
| Entity | Nature | Relevance |
|---|---|---|
| Pediatrix (MEDNAX) | Medel former director/CEO | Board independence review considered JV between OPKO’s former GeneDx LLC and Mednax Services (terminated Jan 2022) |
| Danaher | OPKO President Zerhouni is a director at Danaher; OPKO’s BioReference paid Danaher subsidiaries $3.2M, $4.7M, and $0.3M in 2024 | Interlock at company level; Audit Committee oversees related party transactions |
| Frost Real Estate Holdings | OPKO leases HQ space; rent ~$91k/month increasing to ~$103k by year 5 | Related party given Frost roles; administered under related party policy |
No Compensation Committee interlocks reported in 2024; no officer/employee service by Compensation Committee members and no cross-board interlocks requiring disclosure .
Expertise & Qualifications
- Founder and long-tenured CEO of a major public healthcare company (Pediatrix), bringing operating discipline and sector expertise aligned with OPKO’s goals .
- Ongoing and prior governance roles across healthcare nonprofits and private equity–backed practices, suggesting broad strategic oversight capability .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 160,000 (includes options exercisable within 60 days) |
| Ownership % of outstanding | <1% (asterisked by company) |
| Options outstanding (aggregate) | 160,000 (as of Dec 31, 2024) |
| Options outstanding prior year | 130,000 (as of Dec 31, 2023) |
| Shares outstanding reference | 671,601,520 (as of Feb 24, 2025) |
Policies and compliance:
- Insider Trading Policy adopted; Section 16(a) reporting compliance achieved by all directors in the period reviewed .
Governance Assessment
-
Strengths:
- Independent status affirmed despite prior Mednax/GeneDx JV; appropriate oversight through Audit Committee–administered related party policy .
- Active committee roles in Compensation and Corporate Governance & Nominating; CGN committee met and acted by consent in 2024, indicating engagement .
- Attendance profile for the Board broadly strong in 2024; full annual meeting attendance .
-
Alignment and incentives:
- Director pay mix is modest cash retainer with equity via options, potentially aligning interests with long-term value but without explicit performance conditions; option valuations via Black-Scholes and recurring annual grants .
-
Potential conflicts and oversight:
- Historical JV link to Mednax considered during independence determination; JV terminated Jan 2022, reducing ongoing conflict exposure .
- Company-level related party transactions (Danaher, Frost Holdings, aircraft reimbursements) are disclosed and overseen by Audit Committee; not specific to Medel but relevant to overall governance environment .
-
RED FLAGS to monitor:
- Option-only director equity without performance conditions may weaken pay-for-performance signaling at the board level relative to RSU/PSU frameworks (no director performance metrics disclosed) .
- Broader related party footprint (leases, supplier relationships) requires continued rigorous Audit Committee review; ensure no evolving ties implicate Medel’s roles .