Steven Rubin
OPKO HEALTHAbout Steven Rubin
Steven D. Rubin, age 64, is Executive Vice President – Administration (since May 2007) and a director (since February 2007) of OPKO Health, bringing extensive legal, transactional, and pharmaceutical industry experience; current outside directorships include Red Violet (RDVT), Cocrystal Pharma (COCP), Eloxx Pharmaceuticals (ELOX), and ChromaDex (CDXC) . Company performance anchors used in compensation assessments include Adjusted Operating Income, Revenue, and Relative TSR; recent Pay vs Performance data show OPKO revenue and cumulative TSR as below .
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenue ($USD Thousands) | 1,435,413 | 1,774,718 | 1,004,196 | 863,495 | 713,142 |
| Net Income ($USD Thousands) | (30,586) | (30,143) | (328,405) | (188,863) | (53,224) |
| Company TSR (Value of $100 from 12/31/2019) | 268.71 | 327.21 | 85.03 | 102.72 | 100.00 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OPKO Health, Inc. | Executive Vice President – Administration | Since May 2007 | Senior legal/business leadership supporting strategic planning, acquisitions, and regulatory/transactional affairs |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Red Violet, Inc. (RDVT) | Director | Current | Software/data services governance; strategic planning oversight |
| Cocrystal Pharma, Inc. (COCP) | Director | Current | Biotech pipeline and governance; related-party exposure due to OPKO/insider holdings |
| Eloxx Pharmaceuticals, Inc. (ELOX/OTC) | Director | Current | Clinical-stage biotech oversight |
| ChromaDex Corp. (CDXC) | Director | Current | Nutraceutical oversight |
| Neovasc, Inc. | Director | Prior | Medical device governance (prior role) |
| Non-Invasive Monitoring Systems, Inc. (NIMU) | Director | Prior | Medical device governance (prior role) |
| VBI Vaccines, Inc. (VBIV) | Director | Prior | Vaccine development oversight (prior role) |
| Cogint/Fluent, Inc. (FLNT) | Director (prior to spin-off) | Prior | Information solutions/data analytics governance |
| Kidville, Inc.; Castle Brands, Inc. (ROX) | Director | Prior | Consumer brands/cap markets exposure |
Fixed Compensation
| Component | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Base Salary | 810,000 | 810,000 | 810,000 |
| Cash Bonus | — | 400,000 | 400,000 |
| All Other Compensation (401k etc.) | 12,200 | 13,200 | 13,800 |
| Total Reported Compensation | 822,200 | 1,944,200 | 1,845,050 |
Notes:
- Base salaries unchanged in 2023–2024 per Compensation Discussion and Analysis .
Performance Compensation
| Equity Award | Grant Date | Units/Options | Exercise Price | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| Stock Options | 5/18/2023 | 700,000 | $1.58 | 721,000 | Four equal annual tranches starting 5/18/2024; expire 5/17/2033 |
| RSUs (time-based) | 7/24/2024 | 437,500 | — | 621,250 | 50% on 7/24/2026; 25% on 7/24/2027; 25% on 7/24/2028 |
Upcoming vesting-related supply signals:
- Options: 175,000 vest annually each May 18 from 2024–2027; as of 12/31/2024, 175,000 were exercisable and 525,000 remained unexercisable .
- RSUs: 218,750 units vest on 7/24/2026; 109,375 units vest on 7/24/2027; 109,375 units vest on 7/24/2028 .
Pay for performance metrics administration:
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Adjusted Operating Income | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Identified among “most important” measures used in 2024 |
| Revenue | Not disclosed | Not disclosed | See About section revenue table | Not disclosed | Company-selected measure in pay-versus-performance |
| Relative TSR | Not disclosed | Not disclosed | See About section TSR | Not disclosed | Considered in setting pay |
| Design Approach | — | — | — | — | No set formula; equity grants discretionary, CEO-recommended for NEOs |
Equity Ownership & Alignment
| Date (Record) | Beneficial Ownership (Shares) | % of Outstanding | Options Included (Exercisable within 60 days) | Notes |
|---|---|---|---|---|
| 2/29/2024 | 8,512,732 | 1.22% (of 696,991,677) | 2,325,000 | SEC beneficial ownership definition applied |
| 2/24/2025 | 8,512,732 | 1.26% (of 671,601,520/671,550,270) | 2,325,000 | Shares outstanding per proxy; ownership footnote confirms options |
- Outstanding option detail for Rubin at 12/31/2024 includes multiple prior grants (2015–2021) all exercisable plus 2023 grant partly exercisable; strike prices range $14.42 to $1.58; remaining 2023 options unexercisable total 525,000 .
- Hedging/pledging policy: Directors/officers are prohibited from pledging, margin purchases, short selling, and derivatives without prior written consent; trading restricted to windows .
Employment Terms
- No individual employment or change-in-control agreement for Steven Rubin; severance not provided (except offer letters for other executives) .
- Plan-level change-in-control (CIC) acceleration: All awards under 2007 and 2016 Equity Incentive Plans fully vest upon a CIC, subject to assumption/replacement provisions .
- Estimated value of Rubin’s option acceleration if CIC occurred on 12/31/2024: approximately $1,000,000 .
- Pension/SERP/Deferred compensation: None for Named Executive Officers .
Board Governance
- Board service: Director since 2007; management (non-independent) director; current role Executive Vice President – Administration and Director .
- Committee roles: None—Rubin does not sit on Audit, Compensation, Governance/Nominating, Independent Investment, or Succession committees; all committees are chaired and populated solely by independent directors .
- Board leadership: OPKO combines CEO and Chairman roles (Dr. Frost); Lead Independent Director is Richard C. Pfenniger, Jr.; independent directors head all standing committees .
- Board meetings and independence: Majority independent; board met six times in FY 2024; executive sessions at least twice annually .
Director Compensation
- Non-employee director program: $30,000 annual cash retainer; annual option grants (30,000); committee and chair retainers (Audit $15,000; Compensation $7,500; Audit Chair additional 15,000 options; Lead Independent Director $10,000 + 15,000 options) .
- FY 2024 non-employee director totals disclosed (Rubin is an employee director; proxy tables cover non-employee directors) .
Compensation Committee Analysis
- Composition: Independent directors—Chair Richard M. Krasno, members Prem A. Lachman and Roger J. Medel (FY 2024) .
- Process: Heavily relies on CEO recommendations for NEOs (other than CEO); equity awards discretionary; no outside compensation consultant retained to set director/officer pay; internal benchmarking across ~12 industry companies used .
- Policy stance: Pay mix includes salary, discretionary bonus, and equity; historical targeting of base salary near median peers .
Related Party Transactions (context relevant to Rubin’s network)
- OPKO holds minority stakes in entities with executive/board overlap (including Cocrystal Pharma, ChromaDex, Non-Invasive Monitoring Systems, Eloxx, BioCardia, LeaderMed); considered related-party due to management’s ownership interests and/or board representation; Audit Committee oversees approvals .
- Other RPT highlights: NextPlat e-commerce agreement (Frost interest >20%); lease with Frost Real Estate; BioReference purchases from Danaher subsidiaries (Zerhouni director at Danaher); aircraft reimbursement for company-related travel (Frost-owned plane) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: ~97% approval at 2024 annual meeting ; ~97% approval at 2023 annual meeting .
- Frequency: Annual advisory vote .
Performance & Track Record
- Company-selected pay vs performance measure: Revenue; additional measures include Adjusted Operating Income and Relative TSR .
- 2020–2024 revenue declined from $1.44B to $0.71B; net losses narrowed in 2024; TSR over the same five-year window shows volatility and normalization to ~100 as of 2024 .
Risk Indicators & Red Flags
- Governance concentration: Combined CEO/Chair and multiple management directors; mitigated by independent committees and Lead Independent Director .
- Single-trigger CIC acceleration of awards may weaken retention post-transaction and increase dilution risk upon change in control .
- Trading/hedging restrictions exist but are permissive with prior consent; monitor for pledging exceptions .
- Related-party ecosystem across investees (board overlaps) requires continued Audit Committee oversight .
Investment Implications
- Alignment: Rubin’s beneficial ownership of 1.26% and 2.325M options (many already exercisable) indicate meaningful skin-in-the-game; upcoming RSU and option vesting windows (2026–2028 and annually through 2027) present identifiable supply overhangs around those dates .
- Incentive design: Equity remains core; metrics considered include Revenue, Adjusted Operating Income, and Relative TSR, but awards are largely discretionary and CEO-recommended—monitor pay-for-performance rigor in a period of declining revenues .
- Retention/contract risk: No employment agreement or severance for Rubin; retention relies on unvested equity; CIC single-trigger acceleration may reduce post-deal retention leverage .
- Governance: Strong independent committee structure and high Say-on-Pay support (~97%) offset combined CEO/Chair concerns; Rubin’s multiple outside boards broaden network/intelligence flow but pose time-allocation considerations .