OPKO HEALTH INC (OPK)
Sector: Health Care
2026 Annual Meeting Analysis
OPKO HEALTH INC · Meeting: June 18, 2026
Directors FOR
1
Directors AGAINST
10
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Dr. Frost has served as CEO and Chairman since 2007 and OPKO's stock has lost about 19% over the past three years while the Nasdaq Composite (^IXIC) gained roughly 104%, a gap of nearly 123 percentage points — far above the 30-point threshold our policy sets for directors at companies with negative returns; the 5-year record is even worse (-72.5% vs the ^IXIC), so there is no long-term track record to offset the recent underperformance.
Dr. Hsiao has served as a director since 2007, giving her full tenure overlap with the severe underperformance period; with OPKO's stock down about 19% over three years while the Nasdaq Composite (^IXIC) rose over 103%, the gap far exceeds our policy trigger, and the five-year picture (-72.5% for OPK) provides no mitigating context.
Dr. Zerhouni joined the board in May 2022, which is more than 24 months before the 2026 annual meeting, so the new-director exemption does not apply; his tenure fully overlaps with the three-year underperformance period during which OPKO fell roughly 19% while the Nasdaq Composite (^IXIC) gained over 103%, a gap that well exceeds our policy threshold.
Mr. Rubin has served as a director since 2007, with full overlap with the underperformance period; OPKO's stock declined roughly 19% over three years while the Nasdaq Composite (^IXIC) gained over 103%, a gap of nearly 123 percentage points, and the five-year return of -72.5% confirms sustained, not transient, underperformance.
Dr. Nabel joined the board in May 2022, more than 24 months ago, so the new-director exemption does not apply; his full tenure overlaps with the three-year period during which OPKO's stock lost about 19% while the Nasdaq Composite (^IXIC) rose over 103%, a gap far above our policy trigger.
Dr. Lachman joined the board in March 2021, which is more than 24 months before this meeting, so the new-director exemption does not apply; OPKO's stock has lost roughly 19% over three years versus a gain of over 103% for the Nasdaq Composite (^IXIC), and the five-year return of -72.5% shows the underperformance is not a short-term blip.
Dr. Medel joined the board in December 2020, well over 24 months ago; his tenure fully overlaps with the severe underperformance period during which OPKO fell about 19% while the Nasdaq Composite (^IXIC) gained over 103%, and the five-year return of -72.5% confirms this is a sustained pattern.
Mr. Paganelli has been a director since 2003 and has full tenure overlap with the underperformance period; OPKO stock dropped roughly 19% over three years while the Nasdaq Composite (^IXIC) gained over 103%, a gap nearly four times our policy trigger, and the five-year return of -72.5% provides no offsetting long-term record.
Mr. Pfenniger has served on the board since 2008, giving him full overlap with the underperformance period; OPKO's stock declined roughly 19% over three years while the Nasdaq Composite (^IXIC) rose over 103%, and the five-year return of -72.5% leaves no basis for a mitigating 5-year check.
Dr. Yu has served as a director since 2009, with complete overlap with the underperformance period; OPKO's stock lost roughly 19% over three years while the Nasdaq Composite (^IXIC) gained over 103%, and the five-year return of -72.5% confirms this is not a transient trough.
For Analysis
Dr. Uppaluri was appointed to the board on March 18, 2026, which is less than 24 months before this meeting, so our policy's new-director exemption applies and the TSR underperformance trigger does not fire for him.
Ten of eleven director nominees receive an AGAINST vote because OPKO's stock has declined roughly 19% over the past three years while the Nasdaq Composite (^IXIC — Nasdaq Composite) gained over 103%, a gap of nearly 123 percentage points that far exceeds our policy's 30-point trigger for companies with negative absolute three-year returns; the five-year return of -72.5% vs the ^IXIC confirms sustained underperformance with no mitigating long-term track record. The sole exception is Dr. Uppaluri, who was appointed in March 2026 and is exempt under the new-director rule.
Say on Pay
✗ AGAINSTCEO
Phillip Frost, M.D.
Total Comp
N/A
Prior Support
98%%
The CEO's total compensation of $1,854,000 includes $880,000 in variable pay (a discretionary cash bonus plus stock option awards), but the proxy explicitly states there are no set performance formulas or criteria for either bonuses or option grants — meaning this variable pay is effectively fixed pay in disguise, which our policy treats as a direct trigger for a NO vote. Separately, the pay-for-performance alignment check fails badly: OPKO's stock lost roughly 19% over three years while the Nasdaq Composite (^IXIC) gained over 103% — a gap of nearly 123 percentage points — yet executives continued to receive above-baseline discretionary bonuses and option grants each year with no reduction or performance linkage. The prior year's 98% shareholder approval does not override these structural concerns, because the pay structure (fully discretionary incentives with no objective metrics) has not changed in a way that addresses the fundamental misalignment between executive pay and shareholder experience.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include an auditor fee table with specific audit and non-audit fee amounts, and auditor tenure is not disclosed; under our policy, when fee data and tenure cannot be confirmed from the filing, we do not assume a negative trigger and default to FOR; Ernst & Young is a Big 4 firm appropriate for a company of OPKO's size and complexity.
Overall Assessment
OPKO Health's 2026 annual meeting ballot is dominated by a severe, sustained stock-price underperformance problem: the company's shares have lost roughly 19% over three years and 72.5% over five years while the Nasdaq Composite (^IXIC) gained over 103% and 100% respectively, triggering AGAINST votes on ten of eleven director nominees and a AGAINST vote on Say on Pay due to fully discretionary incentive plans with no objective performance conditions. The auditor ratification receives a FOR in the absence of disclosed fee data that would trigger a negative, and only the newly appointed Dr. Uppaluri escapes the TSR trigger under the new-director exemption.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing