DEF 14A of Opko Health, Inc., Apr 30, 2026

DEF 14A of Opko Health, Inc.

Filed Apr 30, 2026 · FY20250001193125-26-197120

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Pursuant to the authority granted to our Board under Article III of our Amended and Restated Bylaws, the Board has fixed the number of directors constituting the entire Board at 11. All 11 directors have been nominated for election at the Annual Meeting. If elected, each nominee will hold office until the 2027 annual meeting of stockholders or until his or her successor is duly elected and qualified. Each stockholder of record on April 20, 2026 is entitled to cast one vote for each share of our common stock either in favor of or against the election of each nominee, or to abstain from voting on any or all nominees. Although management does not anticipate that any nominee will be unable or unwilling to serve as a director, in the event of such an occurrence, proxies may be voted in the discretion of the persons named in the proxy for a substitute designated by the Board, unless the Board decides to reduce the number of directors constituting the Board. Each nominee will be elected if the votes cast in favor of a nominee by the holders of shares of our common stock present or represented and entitled to vote at the Annual Meeting at which a quorum is present exceed the votes cast against a nominee.

  2. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR The following sets forth information provided by the nominees as of April 20, 2026. All of the nominees are currently serving as directors for the Company. All of the nominees have consented to serve if elected by our stockholders.

  3. NOMINEES FOR DIRECTOR

    | | | Year First | | | | | Elected/ | | | Name of Nominee | Age | Nominated | Positions and Offices with the Company | | Phillip Frost, M.D. | 89 | 2007 | Chairman of the Board and Chief Executive Officer | | Jane H. Hsiao, Ph.D., MBA | 78 | 2007 | Vice Chairman of the Board and Chief Technical Officer | | Elias A. Zerhouni, M.D. | 75 | 2022 | Vice Chairman of the Board and President | | Steven D. Rubin | 65 | 2007 | Director and Executive Vice President-Administration | | Gary J. Nabel, M.D., Ph.D. | 72 | 2022 | Director and Chief Innovation Officer | | Prem A. Lachman, M.D. | 65 | 2021 | Director | | Roger J. Medel, M.D. | 79 | 2020 | Director | | John A. Paganelli | 91 | 2003 | Director | | Richard C. Pfenniger, Jr. | 70 | 2008 | Director | | Subbarao V. Uppaluri, Ph.D. | 76 | 2026 | Director | | Alice Lin-Tsing Yu, M.D., Ph.D. | 82 | 2009 | Director |

  4. NOMINEES FOR DIRECTOR

    Phillip Frost, M.D. Dr. Frost has been the Chief Executive Officer of the Company and Chairman of the Board since March 2007. Dr. Frost currently serves as a director for Cocrystal Pharma, Inc. (NASDAQ:COCP), a biotechnology company developing new treatments for viral diseases, and Non-Invasive Monitoring Systems, Inc. (OTC US:NIMU), a public shell company. He also currently serves on the board of Grove Bank & Trust and Morgan Solar. He has been a member of the Board of Trustees of the University of Miami since 1983 and was Chairman from 2001 to 2004. He is a trustee of the Miami Jewish Home for the Aged, and serves on the Executive Committee of the Board of Mount Sinai Medical Center. He serves as Chairman of Temple Emanu-El, Governor of Tel Aviv University and is a member of the Executive Committee of The Phillip and Patricia Frost Museum of Science. Dr. Frost was a Regent of the Smithsonian Institute from 2006 to 2010. From 1996 to 2009, he served as a director for Northrop Grumman (NYSE: NOC). Dr. Frost served as a director of Ladenburg Thalmann Financial Services Inc. from 2004 to 2006 and as Chairman from July 2006 until September 2018. Dr. Frost previously served as a director for Castle Brands (NYSE American:ROX). Dr. Frost had served as Chairman of the Board of Directors and Chief Executive Officer of IVAX Corporation (“IVAX”) from 1987 until its acquisition by Teva in January 2006. Dr. Frost was Chairman of the Board of Directors of Key Pharmaceuticals, Inc. from 1972 until its acquisition by Schering Plough Corporation in 1986. Dr. Frost was a Governor of the American Stock Exchange from 1992 to 2008 and Co-Vice Chairman from 2001 until its merger with the New York Stock Exchange. Dr. Frost has successfully founded several pharmaceutical companies and overseen the development and commercialization of a multitude of pharmaceutical products. This, combined with his experience as a physician and chairman and/or chief executive officer of large pharmaceutical companies, has given him insight into virtually every facet of the pharmaceutical business and drug development and commercialization process. He is a demonstrated leader with keen business understanding and is uniquely positioned to help guide our Company through its transition from a development stage company into a successful, multinational biopharmaceutical and diagnostics company. Jane H. Hsiao, Ph.D., MBA. Dr. Hsiao has served as Vice-Chairman and Chief Technical Officer of the Company since May 2007 and as a director since February 2007. Dr. Hsiao has served as Chairman of the Board of Non-Invasive Monitoring Systems, Inc. (OTC US:NIMU) (“NIMS”), a public shell company, since October 2008 and was named Interim Chief Executive Officer of NIMS in February 2012. Dr. Hsiao previously served as a director of Cocrystal Pharma, Inc. (NASDAQ:COCP), a biotechnology company developing new treatments for viral diseases, and Asensus Surgical, Inc., a medical device company. Dr. Hsiao served as the Vice Chairman-Technical Affairs of IVAX from 1995 to January 2006. Dr. Hsiao served as Chairman, Chief Executive Officer and President of IVAX Animal Health, IVAX’s veterinary products subsidiary, from 1998 to 2006. Dr. Hsiao’s background in pharmaceutical sciences and strong technical expertise, as well as her senior management experience, allow her to play a leadership role in overseeing our product selection for development and providing strategies for approval by regulatory authorities. In addition, as director and/or chairman in the life sciences industry, she also has a keen understanding of the operational cost efficiencies and pharmaceutical market opportunities. Elias A. Zerhouni, M.D. Dr. Zerhouni was appointed as President of the Company and Vice Chairman of the Board on May 9, 2022. Dr. Zerhouni had been the chairman and is the co-founder of ModeX Therapeutics Inc. (“ModeX”), a start-up biotechnology company focused on multi specific-immune therapies for cancer and viral diseases, from October 2020 until its acquisition by the Company in May 2022. He is a physician scientist in Imaging and Biomedical Engineering. Since 2019, he has also served as a director of B-FLEXION Capital, a private, entrepreneurial investment firm and as Chairman of the Board of Boston Pharmaceuticals, a wholly owned subsidiary of B-FLEXION Capital and a clinical stage biopharmaceutical company, since 2024. He served as President of Global Research & Development and Executive Vice President of Sanofi (NASDAQ: SNY) from 2010 to 2018, as Senior Fellow for global health research at the Bill and Melinda Gates Foundation and as Presidential U.S. envoy for science and technology from 2009 to 2010. He was Director of the U.S. National Institutes of Health from 2002 to 2008, Executive Vice Dean and Dean for research at the Johns Hopkins School of Medicine, Professor of Radiology and Biomedical Engineering and chair of the department of Radiological Sciences from 1996 to 2002. Dr. Zerhouni was elected to the National Academy of Medicine in 2000 and to the National Academy of Engineering in 2013. He was elected to the governing council of the National Academy of Medicine in 2025. He serves on the board of the Lasker Foundation, the Foundation for National Institutes of Health, and Research!America. He received the 2017 Scripps Executive of the Year Award for the pharmaceutical industry and the French Legion of Honor in 2008. Since 2009, Dr. Zerhouni has served as a director of the publicly traded Danaher Corporation (NYSE:DHR), a global science and technology innovator committed to helping its customers solve complex challenges and improving quality of life around the world. Dr. Zerhouni’s has an extensive science background, and significant leadership and management expertise, all of which will positively inform his contributions to the Company and make him uniquely qualified to serve in his role as President and Vice Chairman of the Board. Steven D. Rubin. Mr. Rubin has served as Executive Vice President – Administration since May 2007 and as a director of the Company since February 2007. Mr. Rubin currently serves on the board of directors of Entera Bio Ltd (NASDAQ: ENTX), a clinical stage company focused on developing oral peptide and protein replacement therapeutics, Red Violet, Inc. (NASDAQ:RDVT), a software and services company, Cocrystal Pharma, Inc. (NASDAQ:COCP), a biotechnology company developing new treatments for viral diseases, Eloxx Pharmaceuticals, Inc. (OTC:ELOX), a clinical stage biopharmaceutical company engaged in the science of ribosome modulation, and Niagen Bioscience, Inc. (NASDAQ:NAGE), a global leader in NAD+ (nicotinamide adenine dinucleotide) science and healthy-aging research. Mr. Rubin previously served as a director of Neovasc, Inc., a company that developed and marketed medical specialty vascular devices, and Non-Invasive Monitoring Systems, Inc. (OTC US:NIMU), a public shell company. Mr. Rubin brings extensive leadership, business, and legal experience, as well as tremendous knowledge of our business and the pharmaceutical industry, to the Board. He has advised pharmaceutical companies in several aspects of business, regulatory, transactional, and legal affairs for more than 35 years. His experience as a practicing lawyer, general counsel, management executive and board member to multiple public companies enable him to contribute extensive expertise and knowledge in advising the Company.

  5. NOMINEES FOR DIRECTOR

    Gary J. Nabel, M.D., Ph.D. Dr. Nabel was appointed as Chief Innovation Officer of the Company and as a director on May 9, 2022. He also serves as President and Chief Executive Officer of ModeX. Dr. Nabel is the co-founder of ModeX and also held the positions of President and CEO from October 2020 prior to its acquisition by the Company in May 2022. Dr. Nabel currently serves as a director of SIGA Technologies, Inc. (NASDAQ: SIGA), a commercial stage pharmaceutical company focused on providing solutions for unmet needs in health security, and Candel Therapeutics, Inc. (NASDAQ: CADL), a clinical stage biopharmaceutical company focused on developing and commercializing viral immunotherapies to help patients fight cancer. Prior to joining ModeX, Dr. Nabel served as Chief Scientific Officer, Global Research and Development, and Head of the North American Research & Development Hub at Sanofi until his retirement in 2020. In addition to serving as Senior Vice President for Sanofi, Dr. Nabel also oversaw the Breakthrough Lab, which developed the first trispecific antibodies now in development for HIV, as well as cancer immunotherapies and novel vaccines. An author of more than 450 scientific publications, Dr. Nabel joined Sanofi in 2012 from the National Institutes of Health, where he served as Director of the Vaccine Research Center (VRC) from 1999 to December 2012, during which time, he provided overall direction and scientific leadership of the basic, clinical, and translational research activities and guided development of novel vaccine strategies against HIV, universal influenza, Ebola and emerging infectious disease viruses. Dr. Nabel graduated magna cum laude from Harvard College in 1975 and continued his graduate studies at Harvard, completing his Ph.D. in 1980 and his M.D. two years later, followed by a post-doctoral fellowship with David Baltimore at the Whitehead Institute. Dr. Nabel was elected to the National Academy of Medicine in 1998. Among his many other honors, Dr. Nabel received the Amgen Scientific Achievement Award from the American Society for Biochemistry and Molecular Biology, the Health and Human Services Secretary’s Award for Distinguished Service, and is a fellow of the American Association of Physicians, and the American Academy of Arts Sciences. Dr. Nabel’s broad experience and expertise within the pharmaceutical and biotech industries, as well as his history of leadership within the National Institutes of Health, will provide the Board with valuable insights into many aspects of our business, including with respect to our science based and research and development programs. Prem A. Lachman. M.D. Dr. Lachman was appointed to the Company’s Board of Directors in March 2021. Dr. Lachman is a healthcare investment manager with more than 35 years of experience in portfolio management, biopharmaceutical investment research and healthcare investment banking. Dr. Lachman founded Maximus Capital, LLC in 2001 and currently serves as its general partner. Dr. Lachman previously served as the general partner of The Galleon Group from 1998 to 2001 and as Managing Director, Investment Research at Goldman Sachs & Co. from 1989 to 1998. Dr. Lachman is a Directors Council board member of the New York Museum of Modern Art, a board member of the New York Metropolitan Opera, and a board member of the Department of Surgery at Mount Sinai Medical Center in New York. With his significant experience in the healthcare and investment management, Dr. Lachman brings unique and interesting skills to the Board which we anticipate will be significant to the Company’s financial operations. Roger J. Medel, M.D. Dr. Medel has served on the Company’s Board of Directors since December 2020. Dr. Medel is the co-founder of Pediatrix Medical Group, Inc., formerly known as MEDNAX, Inc., (NYSE:MD), a national health solutions partner comprised of the nation’s leading providers of physician services, and served as a director of Pediatrix Medical Group, Inc. from 1979 to March 2023. Dr. Medel served as President of Pediatrix Medical Group, Inc. from 1979 until May 2000 and again from March 2003 until May 2004. He served as Chief Executive Officer of Pediatrix Medical Group, Inc. from 1979 until December 2002, and again from March 2003 until July 2020 when he retired. Dr. Medel currently serves as Chairman of the Board of Istios Health Inc., a privately held healthcare technology company focused on infectious disease care, and Chief Executive Officer of RVM Enterprises, Inc., a privately held investment firm specializing in healthcare and technology growth companies. Dr. Medel has served as a member of the Board of Trustees of the Dana Farber Cancer Institute, Inc. since January 2011 and also has served on the Board of Directors of Schweiger Dermatology Group, a privately held, private equity backed, multi-state dermatology practice, since 2014. He previously served on the Board of Directors of InnovaCare Health, a privately held, private equity backed, healthcare company. He currently serves on the Advisory Committee of MBF Healthcare Partners and, from June 2006 to April 2009, served on the Board of Directors of MBF Healthcare Acquisition Corp. He was a member of the Board of Trustees of the University of Miami from January 2004 to February 2012. Dr. Medel actively participates as a member of several medical and professional organizations. As the former Chief Executive Officer and founder of a major public healthcare company, Dr. Medel’s experience aligns with the goals of the Company and his role as a director. John A. Paganelli. Mr. Paganelli has served on the Company’s Board of Directors since December 2003. Mr. Paganelli served as the Company’s Interim Chief Executive Officer and Secretary from June 29, 2005 through March 27, 2007, the Company’s Interim Chief Financial Officer from June 29, 2005 through July 1, 2005, and Chairman of our Board from December 2003 through March 27, 2007. Mr. Paganelli served as President and Chief Executive Officer of Transamerica Life Insurance Company of New York from 1992 to 1997. Mr. Paganelli is the founder of and had been a partner in RFG Associates, a financial planning organization, from 1987 through 2021. Mr. Paganelli is also the Managing Partner of Pharos Systems Partners, LLC, an investment company, and past Chairman of the Board of Pharos Systems International, a software company. He was Vice President and Executive Vice President of PEG Capital Management, an investment advisory organization, from 1987 until 2000. Mr. Paganelli also serves as a director of Western New York Energy, LLC and was on the Board of Trustees of Paul Smith’s College from 2011 to 2019. With his significant experience in investment management and operations, Mr. Paganelli is able to add valuable expertise and insight to our Board on a wide range of operational and financial issues. As one of the longest tenured members of our Board, he also has substantial knowledge and familiarity regarding our historical operations. Richard C. Pfenniger, Jr. Mr. Pfenniger is a private investor and has served as a director of the Company since January 2008. Mr. Pfenniger currently serves as a director of Cocrystal Pharmaceuticals, Inc. (NASDAQ:COCP), a clinical stage

  6. NOMINEES FOR DIRECTOR

    biotechnology company, Fluent, Inc. (NASDAQ:FLNT), a company utilizing proprietary data science to assist global brands in customer acquisition, and GeneDx Holding Corp. (NASDAQ:WGS), a genomics testing company. During his career, Mr. Pfenniger has served as an executive officer of several companies, including as Chief Executive Officer and President of Continucare Corporation, a provider of primary care physician and practice management services, from 2003 until 2011, where he also served as Chairman of the Board of Directors of Continucare Corporation from 2002 until 2011. Previously, Mr. Pfenniger served as the Chief Executive Officer and Vice Chairman of Whitman Education Group, Inc. from 1997 through June 2003. Prior to joining Whitman, he served as the Chief Operating Officer of IVAX from 1994 to 1997, and, from 1989 to 1994, he served as the Senior Vice President-Legal Affairs and General Counsel of IVAX Corporation. Prior thereto he was engaged in the private practice of law. He also serves as the Vice Chairman of the Board of Trustees and as a member of the Executive Committee of the Phillip and Patricia Frost Museum of Science. Mr. Pfenniger previously served as a director of Asensus Surgical, Inc., a medical device company, GP Strategies Corporation (NYSE:GPX), a corporate education and training company, and BioCardia, Inc. (NASDAQ: BCDA), clinical-stage regenerative medicine company developing novel therapeutics for cardiovascular diseases. As a result of Mr. Pfenniger’s multi-faceted experience as chief executive officer, chief operating officer and general counsel, he is able to provide valuable business, leadership, and management advice to the Board in many critical areas. In addition, Mr. Pfenniger’s knowledge of the pharmaceutical and healthcare business has given him insights on many aspects of our business and the markets in which we operate. Mr. Pfenniger also brings financial expertise to the Board, including through his service as Chairman of our Audit Committee. Subbarao V. Uppaluri, Ph.D. Dr. Uppaluri was appointed to the Company’s Board of Directors on March 18, 2026. Dr. Uppaluri served as Senior Vice President and Chief Financial Officer of the Company from May 2007 until July 2012 and as a consultant with the Company until February 2014. Dr. Uppaluri served as the Vice President, Strategic Planning and Treasurer of IVAX from 1997 until December 2006. Dr. Uppaluri was Senior Vice President, Senior Financial Officer and Chief Investment Officer with Intercontinental Bank, a publicly traded commercial bank in Florida from 1987 to 1996. In addition, he served in various positions, including Senior Vice President, Chief Investment Officer and Controller, at Peninsula Federal Savings & Loan Association, a publicly traded Florida savings and loan institution, from 1983 to 1987. His prior employment, from 1974 to 1983, included engineering, marketing and research positions with multinational companies and research institutes in India and the United States. Dr. Uppaluri previously served on the boards of Non-Invasive Monitoring Systems, Inc. (OTC US:NIMU) from 2008 until 2025. Winston Pharmaceuticals Inc., Ideation Acquisition Corp., Tiger X Medical, Inc. and Kidville, Inc.. Dr. Uppaluri currently serves on the board of Baptist Health Homestead Hospital. Dr. Uppaluri brings deep institutional and industry knowledge to the Board. Alice Lin-Tsing Yu, M.D., Ph.D. Dr. Yu has served on the Company’s Board of Directors since April 2009. She has been a Professor of Pediatrics for the University of California in San Diego since 1994. Previously, she was the Chief of Pediatric Hematology Oncology at the University of California in San Diego. From 2003 to May 2013, Dr. Yu served as a Distinguished Research Fellow and Associate Director at the Genomics Research Center, Academia Sinica, in Taiwan. She is an Academician of Academia Sinica, Taiwan. Dr. Yu has also served in several government-appointed advisory positions and is a member of numerous scientific committees and associations. She has been a long-time member of the Children’s Oncology Group in the United States, serving on the Steering Committee of Neuroblastoma. Dr. Yu currently serves as a director of two private entities, Apexcella Biomedical Inc. and UCT Bioscience, Inc. She was honored with the Pediatric Oncology Award by the American Society of Clinical Oncology (ASCO) in 2020 and the Lifetime Achievement Award from Advances in Neuroblastoma Research Association in 2025. Dr. Yu is an accomplished physician, professor, and researcher who brings a unique perspective to our Board on a variety of healthcare related issues. As a pioneer in immunotherapy of neuroblastoma, Dr. Yu was instrumental in developing a monoclonal anti-GD2 (Dinutuximab) from investigational new drug through early phase studies and phase III trials, and facilitating its FDA approval on March 10, 2015. The insight and experience gained from her distinguished record of achievement at several highly respected academic medical institutions, as well as her experience as a practicing physician, continue to be valuable to our efforts to develop and commercialize our pipeline of diagnostic and therapeutic products. OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL NOMINEES NAMED ABOVE.

  7. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Each non-employee director is currently entitled to receive an annual cash retainer of $30,000, payable in quarterly installments, an option to acquire 50,000 shares of the Company’s common stock upon initial appointment to the Board and an option to acquire 30,000 shares each year thereafter on the date of the Company’s annual meeting of stockholders. Each committee’s chairman receives an additional annual cash retainer of $7,500, payable in quarterly installments. The members of the Compensation Committee also receive an additional annual cash retainer of $7,500, payable in quarterly installments, and members of the Audit Committee receive an additional annual cash retainer of $15,000, payable in quarterly installments. The chairman of the Audit Committee is entitled to receive an option to acquire 15,000 shares of the Company’s common stock each year on the date of the Company’s annual meeting of stockholders. The Lead Independent Director is entitled to receive an additional annual cash retainer of $10,000, payable in quarterly installments, and an option to acquire 15,000 shares of the Company’s common stock each year on the date of the Company’s annual meeting of stockholders. The following table sets forth information with respect to compensation of non-employee directors of the Company earned for fiscal 2025.

  8. Fiscal 2025 Director Compensation

    Fiscal 2025 Director Compensation

  9. Fiscal 2025 Director Compensation

    | | | | | | Change in | | | | | Fees | | | | Nonqualified | | | | | Earned | | | Non-Equity | Deferred | | | | | or Paid | Stock | Option | Incentive Plan | Compensation | All Other | | | | in Cash | Award | Awards | Compensation | Earnings | Compensation | Total | | Name | ($) | ($) | ($)(2) | ($) | ($) | ($) | ($) | | Richard M. Krasno, Ph.D.(1) | 60,000 | — | 29,100 | — | — | — | 89,100 | | Prem A. Lachman, M.D. | 60,000 | — | 29,100 | — | — | — | 89,100 | | Roger J. Medel, M.D. | 37,500 | — | 29,100 | — | — | — | 66,600 | | Richard C. Pfenniger, Jr. | 70,000 | — | 58,200 | — | — | — | 128,200 | | John A. Paganelli | 52,500 | — | 29,100 | — | — | — | 81,600 | | Alice Lin-Tsing Yu, M.D., Ph.D. | 30,000 | — | 29,100 | — | — | — | 59,100 |

  10. Fiscal 2025 Director Compensation

    (1) Dr. Krasno served on the Board until his passing on March 13, 2026. (2) Reflects the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“ASC Topic 718”). Assumptions made in the calculation of these amounts are included in Note 10 to the Company’s audited financial statements, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026. The table below sets forth the aggregate number of outstanding stock options held by each non-employee director as of December 31, 2025:

  11. Fiscal 2025 Director Compensation

    | Name | Stock Options | | Richard M. Krasno, Ph.D.(3) | 270,000 | | Prem A. Lachman, M.D. | 190,000 | | Roger J. Medel, M.D. | 190,000 | | John A. Paganelli | 250,000 | | Richard C. Pfenniger, Jr. | 460,000 | | Alice Lin-Tsing Yu, M.D., Ph.D. | 250,000 |

  12. Fiscal 2025 Director Compensation

    (3) Dr. Krasno served on the Board until March 13, 2026.

  13. Benchmarking of Cash and Equity Compensation

    Benchmarking of Cash and Equity Compensation Our Compensation Committee typically reviews executive compensation levels on an annual basis to ensure they remain competitive in our industry. Data for this review is prepared and provided to the Compensation Committee by our management and human resources department, with input from our Chief Executive Officer, as well as other members of senior management. This data details relevant market rates for executive base salaries, annual cash incentive, long-term incentive, and total compensation for companies of similar size or stage of development within our industry or companies that perform similar services or have similar product offerings and market opportunities. In connection with executive compensation decisions, among other considerations, the Compensation Committee reviews an internally generated report prepared by management and our human resources department surveying compensation practices of biotech, pharmaceutical, and laboratory companies ranging from relatively small companies in terms of revenue and size of operations to large multi-national companies with substantial revenue. While the internally generated report does not yield a comprehensive group of true peer companies due, in part, to the Company’s unique and multi-faceted business which includes pharmaceuticals, biologics, diagnostics, and clinical and genetic laboratory testing services, we believe the report provides the Compensation Committee useful comparative pay information. Utilizing the compiled information, the Compensation Committee reviews the various components of our executive compensation to determine the base salary, annual cash incentive, long term incentive, and equity compensation. No changes were made to executive compensation in fiscal years 2023, 2024, or 2025, with the exception of the 2024 restricted stock unit awards noted below to our Named Executive Officers, and discretionary cash bonuses paid to our Named Executive Officers in 2023, 2024, and 2025. We may retain the services of third-party executive compensation specialists from time to time in connection with the establishment of cash and equity compensation and related policies, although we have not previously done so.

  14. Elements of Compensation

    Elements of Compensation We evaluate individual executive performance with a goal of setting compensation at levels the Board and the Compensation Committee believe are comparable with executives in other companies of similar size and stage of development or companies which have similar product and service offerings or market opportunities. At the same time, our Board and Compensation Committee take into account our relative performance and strategic goals. The primary elements of our compensation plans are base salary, equity compensation, and discretionary annual bonus, each of which is described in greater detail below. Base Salary. We try to establish and maintain competitive annual base salaries for our Named Executive Officers by utilizing available resources, which include surveys as discussed above. While base salaries are not primarily performance-based, we believe it is important to provide adequate, fixed compensation to executives working in a highly volatile and competitive industry such as ours. We provide fixed salary compensation to our Named Executive Officers based on their responsibilities and individual experience, taking into account competitive market compensation paid by other companies for similar positions within the pharmaceutical, diagnostics and laboratory industries. In general, we historically targeted Named Executive Officer compensation and base salary to fall within the median range for equivalent or similar positions of executives at peer group companies. No changes to base salary were proposed or implemented in the fiscal year ended December 31, 2024 (“fiscal 2024”) or fiscal 2025. Discretionary Annual Bonus. In addition to base salaries, our Compensation Committee has the authority to award discretionary annual bonuses to our Named Executive Officers based on corporate and individual performance. Incentives, as a percentage of salary, increase with executive rank so that, as rank increases, a greater portion of total annual cash compensation is based on corporate and individual performance. Furthermore, as an executive’s rank increases, a greater percentage of that executive’s cash bonus is based on corporate performance, rather than individual performance. We have awarded discretionary cash bonuses to our executives, including all Named Executive Officers, since 2023. Equity Compensation. We believe that equity compensation should be a primary component of our executive compensation program because it aligns the interests of our executive officers with the long-term performance of the Company. Stock options are a critical element of our long-term incentive compensation program. The primary purpose of stock options is to provide Named Executive Officers and other employees with a personal financial interest in our success through stock ownership, thereby aligning the interests of such persons with those of our stockholders. This broad-based program is a vital element of our goal to empower and motivate outstanding long-term contributions by our Named Executive Officers and other employees. The Compensation Committee believes that the value of stock options will reflect our performance over the long-term. Under our employee stock option program, options are granted at fair market value at the date of grant, and options granted under the program become exercisable only after a vesting period, which is subject to continued employment. Consequently, employees benefit from stock options only if the market value of our common stock increases over time. With respect to these stock options, we recognize compensation expense based on FASB ASC Topic 718. The Compensation Committee currently grants stock options to our Named Executive Officers under the 2016 Equity Incentive Plan. As with base salaries and discretionary cash bonuses, there is no set formula or performance criteria, which determines the amount of the equity award for our Named Executive Officers or our other employees. Nor does the Compensation Committee assign any relative weight to any specific factors or criteria it considers when granting stock options. Rather, the Committee exercises its judgment and discretion by considering all factors it deems relevant at the time of such grants, including the internally generated peer group survey previously discussed and the Company’s performance during the most recent fiscal year. For the Named Executive Officers, other than the Chief Executive Officer, the decisions by the Compensation Committee regarding grants of stock options are made based almost entirely upon the recommendation of our Chief Executive Officer, and includes his subjective determination based on his assessment of the executive officer’s current position with the Company, the executive officer’s past and expected future performance and the other factors discussed in the determination of base salaries. As discussed above, our Compensation Committee considers compensation practices at peer group companies, but the committee recognizes that the actual positioning of compensation for individual executives may range above or below the median average based on job requirements, experience and responsibilities of the roles compared to similar positions in the market. In determining grants of stock options made in May 2023, the Compensation Committee relied primarily on the recommendations of the Chief Executive Officer for the Named Executive Officers other than the Chief Executive Officer, although it also reviewed the internally generated report referenced above surveying compensation practices of approximately twelve biotech, pharmaceutical and laboratory companies ranging from relatively small companies in terms of revenue and size of operations to large, multinational companies with substantial revenue. In fiscal 2024, the Compensation Committee, along with management, and commensurate with industry practice, determined that restricted stock award grants would further incentivize Named Executive Officers and employees. Accordingly, the Company granted restricted stock units to Named Executive Officers. The Compensation Committee, in its discretion, may in the future elect to make additional such grants to our employees and our Named Executive Officers if it deems it advisable.

  15. Advisory Vote on Executive Compensation

    Advisory Vote on Executive Compensation We conduct an advisory vote on executive compensation at each annual meeting of stockholders. While this vote is not binding on the Company, our Board, or our Compensation Committee, we believe that it is important for our stockholders to have an opportunity to vote on this proposal as a means to express their views regarding our executive compensation philosophy, our compensation policies and programs, and our decisions regarding executive compensation, all as disclosed in our proxy statement. Our Board of Directors and our Compensation Committee value the opinions of our stockholders and, to the extent there is any significant vote against the compensation of our Named Executive Officers as disclosed in the proxy statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. In addition to our advisory vote on executive compensation, we are committed to ongoing engagement with our stockholders on executive compensation and corporate governance issues. These engagement efforts take place throughout the year through meetings, telephone calls and correspondence involving our senior management, directors and representatives of our stockholders. At our 2025 annual meeting of stockholders, approximately 98% of the votes cast on the advisory vote on the executive compensation proposal were in favor of our named executive officer compensation as disclosed in the proxy statement, and as a result, our named executive officer compensation was approved by our stockholders. Our Board and Compensation Committee reviewed these final vote results. Given the significant level of support, no changes to our executive compensation policies and decisions were deemed necessary at that time based on the vote results. Employment Agreements. We have not entered into an employment agreement with any of our current executive officers other than offer letters entered into with Drs. Zerhouni and Nabel, which we describe below under “Employment Agreements and Change in Control Arrangements; Potential Payments Upon Termination of Change in Control”. Severance and Change-in-Control Benefits. While our 2007 Equity Incentive Plan, the 2016 Equity Incentive Plan and, if approved by our stockholders at the Annual Meeting, the OPKO Health, Inc. 2026 Equity Incentive Plan provide for certain accelerated vesting upon change in control events, except as set forth below, none of our current executive officers are entitled to severance or change of control benefits. Each of Drs. Zerhouni and Nabel is entitled to receive 12 months of his base salary and benefits if his employment is terminated by the Company without cause or if he terminates his employment for good reason. 401(k) Profit Sharing Plan. We have adopted a tax-qualified 401(k) Profit Sharing Plan (the “401(k) Plan”) covering all qualified employees. The effective date of the 401(k) Plan is January 2008. Participants may elect a salary reduction of at least 1% as a contribution to the 401(k) Plan, up to the statutorily prescribed annual limit for tax-deferred contributions ($19,500 for employees under age 50 and an additional $6,500 for employees 50 and above in 2021). In 2008, the Company adopted the Roth contribution for employee elections. The 401(k) Plan permits employer matching of up to 4% of a participant’s salary up to the statutory limits. In 2010, we elected a safe harbor contribution at 4% of annual compensation. All of our safe harbor contributions are immediately vested. Other Compensation. All of our Named Executive Officers have standard benefits that are offered to all full-time, exempt employees. These standard benefits include health, dental and life insurance, and short and long-term disability. We intend to continue to maintain the current benefits and perquisites for our Named Executive Officers; however, our Compensation Committee, in its discretion, may in the future revise, amend, or add to the benefits and perquisites of any Named Executive Officer if it deems it advisable.

  16. Pay Versus Performance

    Pay Versus Performance The disclosure provided in this section is required by the SEC and does not necessarily align with the Company’s view of the relationship between its performance and the compensation of its Named Executive Officers. We believe our discussion in the “Compensation Discussion and Analysis” properly outlines how we view our executive compensation structure and how that aligns with the Company’s performance and objectives. In accordance with Item 402(v) of Regulation S-K, the following table shows the total compensation for our Named Executive Officers for fiscal 2025, 2024, 2023, 2022 and 2021 as set forth in the Summary Compensation Table (the “SCT”) of this proxy statement and in the definitive proxy statement on Schedule 14A filed with the SEC on February 29, 2024, the “compensation actually paid,” as computed in accordance with Items 402(v) of Regulation S-K (the “CAP”), to our CEO, and, on an average basis, the compensation actually paid to our other Named Executive Officers (the “other NEOs”), our total shareholder return (“TSR”), the TSR of the Nasdaq Biotechnology Index, which constitutes the “Peer Group”, our net income, and our revenue, which is our company selected financial measure, all measures over the same time period. For purposes of the chart below, Drs. Hsiao and Zerhouni and Messrs. Rubin and Logal are the other NEOs for fiscal 2025 2024, and 2023. Drs. Hsiao and Jon Cohen, the Company's former Senior Vice President who retired from the Company in 2022, and Messrs. Rubin and Logal are the other NEOs for fiscal 2022. Dr. Zerhouni's compensation is also taken into consideration in the compensation of our other NEOs with respect to a portion of fiscal 2022; and Drs. Hsiao and Cohen and Messrs. Rubin and Logal are the other NEOs for fiscal 2021.

  17. Pay Versus Performance

    | | SCT TOTAL | | AVG SCT TOTAL PAY | AVG CAP | Value of Initial $100 Investment Based on:(4) | | | | | YEAR(1) | PAY FOR CEO(2) | CAP to CEO(3) | FOR OTHER NEOS | TO OTHER NEOS | Company TSR | Peer Group TSR | Net Income(5) | Revenue(6) | | 2025 | 1,854,000 | 1,344,700 | 1,660,250 | 1,183,766 | 31.90 | 124.75 | (225,680) | 606,879 | | 2024 | 2,163,800 | 2,015,925 | 1,950,675 | 1,818,205 | 37.22 | 93.49 | (53,224) | 713,142 | | 2023 | 2,277,200 | 2,173,575 | 2,031,950 | 1,925,029 | 38.23 | 94.03 | (188,863) | 863,495 | | 2022 | 972,200 | (1,247,785) | 803,001 | (1,324,485) | 31.66 | 89.90 | (328,405) | 1,004,196 | | 2021 | 2,103,600 | 2,396,962 | 2,298,100 | 2,789,211 | 121.77 | 100.02 | (30,143) | 1,774,718 |

  18. Pay Versus Performance

    For fiscal 2025, 2024, 2023, 2022 and 2021, Dr. Phillip Frost was the CEO. These amounts reflect (i) the total compensation reported in the SCT for the applicable year in the case of our CEO; and (ii) the average of the total compensation reported in the SCT for the applicable year for our other NEOs. See the footnotes to the SCT for further detail regarding the amounts in this column. (3) Amounts reported in these columns represent CAP, which was computed by making certain adjustments to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments for our CEO and for the average of the other NEOs is set forth in the following tables, which describe the adjustments. (4) Reflects the cumulative TSR for the Company and the NASDAQ Biotechnology Index, which is the same industry index included in Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities,” furnished in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026, assuming, in each case, an initial investment of $100 on December 31, 2021. (5) Reflects “Net Income” in the Company’s consolidated statement of operations included in the Company’s Annual Report on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021. (6) SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the table immediately above) used by the Company to link the CAP of our Named Executive Officers, for the most recently completed fiscal year, to our performance. We selected revenue as this measure for fiscal 2025, as reflected in the table above. This performance measure may not have been the most important financial performance measure for fiscal 2025, 2024, 2023, 2022 and 2021, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  19. Pay Versus Performance

    | YEAR | SCT TOTAL PAY FOR CEO | MINUS EQUITY AWARD GRANT DATE FV REPORTED IN SCT FOR COVERED YEAR | PLUS YE FV OF EQUITY AWARDS GRANTED DURING THE COVERED YEAR THAT REMAIN OUTSTANDING AND UNVESTED | PLUS YOY CHANGE IN FV OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN PRIOR YEARS | PLUS YOY CHANGE IN FV AS OF THE VESTING DATE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED DURING COVERED YEAR | CEO CAP | | 2025 | 1,854,000 | 400,000 | 315,000 | (279,600) | (144,700) | 1,344,700.0 | | 2024 | 2,163,800 | 710,000 | 735,000 | (125,000) | (47,875) | 2,015,925.0 | | 2023 | 2,277,200 | 824,000 | 712,000 | (37,000) | 45,375 | 2,173,575.0 | | 2022 | 972,200 | — | — | (1,522,307) | (697,678) | (1,247,784.8) | | 2021 | 2,103,600 | 1,132,000 | 1,116,026 | 390,724 | (81,388) | 2,396,961.6 |

  20. Pay Versus Performance

    | YEAR | SCT AVERAGE PAY FOR OTHER NEOs | MINUS EQUITY AWARD GRANT DATE FV REPORTED IN SCT FOR COVERED YEAR | PLUS YE FV OF EQUITY AWARDS GRANTED DURING THE COVERED YEAR THAT REMAIN OUTSTANDING AND UNVESTED | PLUS YOY CHANGE IN FV OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN PRIOR YEARS | PLUS YOY CHANGE IN FV AS OF THE VESTING DATE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED DURING COVERED YEAR | AVG OTHER NEO CAP | | 2025 | 1,660,250 | 375,000 | 295,313 | (262,125) | (134,671) | 1,183,766 | | 2024 | 1,950,675 | 665,625 | 689,063 | (115,136) | (40,771) | 1,818,205 | | 2023 | 2,031,950 | 772,500 | 667,500 | (28,298.14) | (26,377.50) | 1,925,029 | | 2022 | 803,001 | 8,801 | 8,091 | (886,469.27) | (1,240,307.41) | (1,324,485) | | 2021 | 2,298,100 | 1,202,750 | 1,116,026 | 541,633.61 | 36,202.20 | 2,789,211 |

  21. Pay Versus Performance

    The fair value of options was determined by using the Black-Scholes option pricing method. Financial Performance Measures. The most important financial performance measures used by the Company in setting pay-for-performance compensation for fiscal 2025 are set forth below, in no particular order. -Adjusted Operating Income -Revenue -Relative Total Shareholder Return Relationship Between “Compensation Actually Paid” and Performance Measures. The charts below compare the CAP to our CEO and the average CAP to our other NEOs with (i) our TSR, (ii) our net income, and (iii) revenue, which is our company selected measure, for fiscal 2025, 2024, 2023, 2022 and 2021. In addition, the charts below compare our TSR with our Peer Group TSR. We believe the CAP in each of the years reported above aligns with the performance metrics presented. Non-Financial Performance Measures. The Company also considered the success, failure or progress made with respect to its R&D pipeline in setting pay-for performance compensation for fiscal 2025, as well as certain strategic transactions, including a sale of certain assets of BioReference.

  22. Summary Compensation Table for 2023-2025

    Summary Compensation Table for 2023-2025 The following table sets forth information regarding compensation earned in or with respect to fiscal years 2025, 2024, and 2023 by: • Our Chief Executive Officer; • Our Principal Financial Officer; and • Our three most highly compensated executive officers (other than individuals serving as our Principal Executive Officer or our Principal Financial Officer). We refer to these officers collectively as our Named Executive Officers.

  23. Summary Compensation Table for 2023-2025

    | | | | | Restricted | Option | All Other | | | | | | | Stock Award(s) | Award(s) | Compensation | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | ($)(1) | ($)(2) | ($)(3) | Total ($) | | Phillip Frost, M.D. | 2025 | 960,000 | 480,000 | — | 400,000 | 14,000 | 1,854,000 | | Chief Executive Officer | 2024 | 960,000 | 480,000 | 710,000 | — | 13,800 | 2,163,800 | | | 2023 | 960,000 | 480,000 | — | 824,000 | 13,200 | 2,277,200 | | Jane H. Hsiao, Ph.D. | 2025 | 900,000 | 450,000 | — | 400,000 | 14,000 | 1,764,000 | | Chief Technical Officer | 2024 | 900,000 | 450,000 | 710,000 | — | 13,800 | 2,073,800 | | | 2023 | 900,000 | 450,000 | — | 824,000 | 13,200 | 2,187,200 | | Elias A. Zerhouni, M.D. | 2025 | 900,000 | 450,000 | — | 400,000 | 14,000 | 1,764,000 | | President | 2024 | 900,000 | 450,000 | 710,000 | — | 13,800 | 2,073,800 | | | 2023 | 900,000 | 450,000 | — | 824,000 | 13,200 | 2,187,200 | | Steven D. Rubin | 2025 | 810,000 | 400,000 | — | 350,000 | 14,000 | 1,574,000 | | Executive Vice President- | 2024 | 810,000 | 400,000 | 621,250 | — | 13,800 | 1,845,050 | | Administration | 2023 | 810,000 | 400,000 | — | 721,000 | 13,200 | 1,944,200 | | Adam Logal | 2025 | 700,000 | 475,000 | — | 350,000 | 14,000 | 1,539,000 | | Senior Vice President | 2024 | 700,000 | 475,000 | 621,250 | — | 13,800 | 1,810,050 | | and Chief Financial Officer | 2023 | 700,000 | 375,000 | — | 721,000 | 13,200 | 1,809,200 |

  24. Summary Compensation Table for 2023-2025

    (1) Reflects the aggregate grant date fair value of all time-based RSU awards in accordance with FASB ASC 718. The grant date fair value for time-based RSUs is measured in accordance with FASB ASC 718 and based on the closing price of our ordinary shares on the date of grant. Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the amounts are discussed in Note 10 of the Company’s audited financial statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026. Includes contributions made by the Company under its 401(k) Plan during fiscal 2023 in the amount of $13,200 for each of Drs. Frost, Hsiao, and Zerhouni, and Messrs. Rubin and Logal, during fiscal 2024 in the amount of $13,800 for each of Drs. Frost, Hsiao, and Zerhouni, and Messrs. Rubin and Logal, and during fiscal 2025 in the amount of $14,000 for each of for each of Drs. Frost, Hsiao, and Zerhouni, and Messrs. Rubin and Logal.

  25. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information concerning grants of plan-based awards to each of the Named Executive Officers during the year ended December 31, 2025. The exercise price per share of each such option equaled the closing price of our common stock on the date of the grant.

  26. Grants of Plan-Based Awards

    | Name | Grant Date | All Other Option Awards: Number of Shares of Stock or Units (#)(1) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock Awards ($)(2) | | Phillip Frost, M.D. | 5/27/2025 | 500,000 | 1.31 | 0.80 | | Jane H. Hsiao, Ph.D. | 5/27/2025 | 500,000 | 1.31 | 0.80 | | Elias A. Zerhouni, M.D. | 5/27/2025 | 500,000 | 1.31 | 0.80 | | Steven D. Rubin | 5/27/2025 | 437,500 | 1.31 | 0.80 | | Adam Logal | 5/27/2025 | 437,500 | 1.31 | 0.80 |

  27. Grants of Plan-Based Awards

    (1) Options vest in four equal annual tranches, commencing on May 27, 2026, and expire on May 26, 2035. (2) Reflects the grant date fair value computed in accordance with FASB ASC Topic 718.

  28. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information with respect to equity awards outstanding as of December 31, 2025.

  29. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | Stock Awards(1) | | | | | | | | | | | | | Equity | | | | | | | | | | Incentive Plan | | | | | | | | | | Awards: | | | | | | | | | Equity | Market or | | | | | | | | | Incentive Plan | Payout | | | | | | | | | Awards: | Value of | | | Number of | Number of | | | Number of | Market Value | Number of | Unearned | | | Securities | Securities | | | Shares or | of Shares of | Unearned | Shares, Units | | | Underlying | Underlying | | | Units of | Units of | Shares, Units or | or Other | | | Unexercised | Unexercised | Option | Option | Stock That | Stock That | Other Rights | Rights That | | | Options # | Options | Exercise | Expiration | Have Not | Have Not | That Have Not | Have Not | | Name | Exercisable | (#) Unexercisable | Price ($) | Date | Vested (#) | Vested ($) | Vested (#) | Vested ($) | | Phillip Frost, M.D. | 500,000(2) | — | 10.41 | 3/31/2026 | 500,000 | 630,000 | — | 630,000 | | | 500,000(3) | — | 4.46 | 6/20/2028 | | | | | | | 350,000(4) | | 2.47 | 6/30/2029 | | | | | | | 450,000(5) | — | 2.27 | 6/3/2030 | | | | | | | 400,000(7) | — | 4.81 | 2/18/2031 | | | | | | | 400,000(8) | 400,000(8) | 1.58 | 5/17/2033 | | | | | | | — | 500,000(9) | 1.31 | 5/26/2035 | | | | | | Jane H. Hsiao, Ph.D. | 450,000(2) | — | 10.41 | 3/31/2026 | 500,000 | 630,000 | — | 630,000 | | | 500,000(3) | — | 4.46 | 6/20/2028 | | | | | | | 350,000(4) | — | 2.47 | 6/30/2029 | | | | | | | 450,000(5) | — | 2.27 | 6/3/2030 | | | | | | | 400,000(7) | — | 4.81 | 2/18/2031 | | | | | | | 400,000(8) | 400,000(8) | 1.58 | 5/17/2033 | | | | | | | — | 500,000(9) | 1.31 | 5/26/2035 | | | | | | Elias A. Zerhouni, M.D. | 26,192(7) | 8,731(7) | 3.19885 | 5/8/2032 | 500,000 | 630,000 | — | 630,000 | | | 400,000(8) | 400,000(8) | 1.58 | 5/17/2033 | | | | | | | — | 500,000(9) | 1.31 | 5/26/2035 | | | | | | Steven D. Rubin | 450,000(2) | — | 10.41 | 3/31/2026 | 437,500 | 551,250 | — | 551,250 | | | 300,000(3) | — | 4.46 | 6/20/2028 | | | | | | | 250,000(4) | — | 2.47 | 6/30/2029 | | | | | | | 350,000(5) | — | 2.27 | 6/3/2030 | | | | | | | 350,000(7) | — | 4.81 | 2/18/2031 | | | | | | | 350,000(8) | 350,000(8) | 1.58 | 5/17/2033 | | | | | | | — | 437,500(9) | 1.31 | 5/26/2035 | | | | | | Adam Logal | 250,000(2) | — | 10.41 | 3/31/2026 | 437,500 | 551,250 | — | 551,250 | | | 300,000(3) | — | 4.46 | 6/20/2028 | | | | | | | 250,000(4) | — | 2.47 | 6/30/2029 | | | | | | | 350,000(5) | — | 2.27 | 6/3/2030 | | | | | | | 350,000(7) | — | 4.81 | 2/18/2031 | | | | | | | 350,000(8) | 350,000(8) | 1.58 | 5/17/2033 | | | | | | | — | 437,500(9) | 1.31 | 5/26/2035 | | | | |

  30. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) Each restricted stock unit represents a contingent right to receive one share of OPKO common stock upon the vesting of the award. The restricted stock units vest 50% on the second anniversary of the grant date, then 25% on each of the following two years. | | (2) Options were issued on April 1, 2016 and vest in four equal annual tranches beginning April 1, 2017. | | (3) Options were issued on June 21, 2018 and vest in four equal annual tranches beginning June 21, 2019. | | (4) Options were issued on July 1, 2019 and vest in four equal annual tranches beginning July 1, 2020. | | (5) Options were issued on June 4, 2020 and vest in four equal annual tranches beginning June 4, 2021. | | (6) Options were issued on February 19, 2021 and vest in four equal annual tranches beginning February 19, 2022. | | (7) Options were issued on May 9, 2022 and vest in four equal annual tranches beginning May 9, 2023. | | (8) Options were issued on May 18, 2023 and vest in four equal annual tranches beginning May 18, 2024. | | (9) Options were issued on May 27, 2025 and vest in four equal annual tranches beginning May 27, 2026. |

  31. Option Exercises and Stock Vested

    Option Exercises and Stock Vested For fiscal 2025, no Named Executive Officer acquired any shares of common stock upon the exercise of stock options, nor did any restricted stock, restricted stock units or any similar instruments held by any Named Executive Officer vest.

  32. Pension Benefits

    Pension Benefits None of our Named Executive Officers is covered by a pension plan or other similar benefit plan that provides for payments or other benefits at, following, or in connection with retirement.

  33. Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plan

    Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plan None of our Named Executive Officers is covered by a nonqualified defined contribution or other nonqualified deferred compensation plan.

  34. Employment Agreements and Change in Control Arrangements; Potential Payments Upon Termination or Change in Control

    Employment Agreements and Change in Control Arrangements; Potential Payments Upon Termination or Change in Control We have not entered into individual employment or change in control agreements with any of our executive officers other than offer letters entered into with Drs. Zerhouni and Nabel. Pursuant to the offer letters, each of Drs. Zerhouni and Nabel is entitled to twelve (12) months of applicable base salary and benefits if terminated without cause or if he terminates his employment for good reason (as defined in his offer letter). None of our Named Executive Officers are otherwise entitled to severance or change of control benefits; provided, however, that the 2007 Equity Incentive Plan, the 2016 Equity Incentive Plan, and, if approved, the 2026 Equity Incentive Plan provide for accelerated vesting of all awards under the plan upon a Change in Control, as defined below. Pursuant to both the 2007 Equity Incentive Plan, the 2016 Equity Incentive Plan, and, if approved, by our stockholders at the Annual Meeting, the OPKO Health, Inc. 2026 Equity Incentive Plan, if there is a Change in Control as defined below, each outstanding equity award under the applicable plan will accelerate so that such award shall, immediately prior to the effective date of the Change in Control, become fully vested with respect to the total number of shares of common stock subject to such award. Upon the consummation of any Change in Control, all outstanding awards under the 2007 Equity Incentive Plan, the 2016 Equity Incentive Plan, and, if approved, the OPKO Health, Inc. 2026 Equity Incentive Plan, shall to the extent not previously exercised, either be assumed by any successor corporation or parent thereof or be replaced with a comparable award with respect to shares of common stock of such successor corporation or parent thereof. Under the 2007 Equity Incentive Plan, the 2016 Equity Incentive Plan, and, if approved, the OPKO Health, Inc. 2026 Equity Incentive Plan, a “Change in Control” means the occurrence of any of the following events: any Person, as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act, or any successor section thereto, (other than (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, (iii) any subsidiaries of the Company, (iv) any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, or (v) the Frost Group or any of its affiliates) becomes, either alone or together with such Person’s affiliates and associates, the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then-outstanding securities; (b) during any period of twenty-four months, individuals who at the beginning of such period constitute the Board, and any new directors whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (c) the effective date or date of consummation of any transaction or series of transactions (other than a transaction to which only the Company and one or more of its subsidiaries are parties) under which the Company is merged or consolidated with any other company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or more of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (d) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets. If we had experienced a Change in Control on December 31, 2025, the value of the acceleration of stock options held by Drs. Frost, Hsiao, Zerhouni, and Nabel and Messrs. Rubin and Logal would have been approximately $1.1 million, $1.1 million, $1.1 million, $900 thousand, $900 thousand, and $900 thousand, respectively.

  35. Pay Ratio Disclosure

    Pay Ratio Disclosure Our philosophy is to pay our employees competitively with similar positions in the applicable labor market. We follow this approach worldwide, whether it be an executive level position or hourly job at a foreign facility. As such, we benchmark by position from time to time and adjust compensation to match the applicable market. By doing so, we believe we maintain a high-quality, more stable workforce. In accordance with Item 402(u) of Regulation S-K, promulgated in accordance with the Dodd-Frank Wall Street Reform Act and Consumer Protection Act of 2010, we are providing the following disclosure about the ratio of the annual total compensation of our chief executive officer to the median annual total compensation of our employees. For the year ended December 31, 2025: the median of the annual total compensation of all employees of our Company except our principal executive officer was reasonably estimated to be $44,252; the annual total compensation of our chief executive officer was $1,854,000; and • based on this information, the ratio of the annual total compensation is estimated to be 42:1. We identified our median employee on December 31, 2025 using a multistep process in accordance with the SEC rules. We first examined the annual cash compensation paid to each of our employees during 2025, excluding our chief executive officer, which we gathered from our payroll data. This population consisted of all of our full-time, part-time and temporary employees who were employed by us on December 31, 2025. We believe the use of annual cash compensation, consisting of base pay and wages paid for all employees, is a consistently applied compensation measure because this measure reasonably represents the principal form of compensation delivered to all of our employees and because we typically do not widely distribute annual equity awards or pay bonuses to our employees. The total number of U.S. employees and non-U.S. employees, were 1,547, and 735, respectively, were considered for identifying the median employee. We also annualized the total cash compensation paid to those employees who commenced work with us during 2025, but did not work for us the entire calendar year. For purposes of this disclosure, compensation paid in foreign currencies was converted to U.S. dollars based on exchange rates in effect on December 31, 2025. Using this compensation measure, we were able to identify our median employee: a phlebotomist who works for one of our U.S. based subsidiaries. Once we identified our median employee, we then calculated the annual total compensation for such employee in accordance with the requirements of Item 402(c) of Regulation S-K. With respect to the annual total compensation of our chief executive officer, we used the amount reported in the “Total Compensation” column reported in the Summary Compensation Table included in this proxy statement. Due to the use of estimates, assumptions, adjustments and statistical sampling permitted by Item 402(u), pay ratio disclosures may involve a degree of imprecision. Accordingly, our pay ratio is merely a reasonable estimate calculated in a manner consistent with Item 402(u) and may not be comparable to the pay ratio disclosures of other companies. PROPOSAL TWO: