Carol Webb

About Carol Webb

Carol Webb (age 78) is an independent director of Citius Oncology, Inc. (CTOR) and has served on the Board since August 12, 2024. She brings over 40 years of pharmaceutical sales, marketing, and business development experience, including senior leadership roles at Johnson & Johnson, Ortho Biotech, and Roche Laboratories, and holds a B.S. in Biology from Bowling Green State University. The Board has determined she is independent under Nasdaq listing standards (all directors independent except the CEO and Executive Vice Chairman). She previously served on the board of Leonard-Meron Biosciences, Inc. beginning March 17, 2014 and has since been a director of Citius Pharmaceuticals, Inc. following LMB’s acquisition by Citius Pharma in March 2016.

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member; Nominating and Governance Committee member. Chairs: Compensation—Suren Dutia; Nominating and Governance—Dr. Holuka. She is not a committee chair.
• Independence: The Board determined all directors are independent except Leonard Mazur (CEO/Chairman) and Myron Holubiak (Executive Vice Chairman). Webb is independent.
• Attendance and engagement: In fiscal 2024, the Board held 5 meetings; Audit and Risk Committee held 3; Compensation and Nominating & Governance Committees held 0 (matters acted on by the full Board). Each director nominee attended at least 75% of meetings of the Board and committees on which they served.
• Lead Independent Director and executive sessions: The Board regularly conducts executive sessions of non-employee directors; Lead Independent Director is Suren Dutia (since August 2024).
• Governance documents and ethics: Committee charters available on company website; written Code of Ethics and insider trading policy in place.
• Anti-hedging/pledging: No formal anti-hedging or anti-pledging policy adopted; insider trading policy strongly discourages hedging and pledging.
• Clawback: Clawback policy adopted consistent with Dodd-Frank, SEC rules, and listing standards.
• Related-party oversight: Audit and Risk Committee reviews and approves related-party transactions for conflicts.

Fixed Compensation

• Non-employee director pay framework: The Board has not yet approved a compensation plan for non-employee directors. The Compensation Committee may engage an independent compensation advisor and develop a biotech/pharma peer group to inform director compensation.
• Historical director pay: There was no director compensation for the fiscal year ended September 30, 2024.

Performance Compensation

• Anticipated equity component: As part of the non-employee director compensation plan, the company anticipates granting stock options to non-employee directors; the 2024 Plan governs equity awards.
• Equity plan capacity and dilution context:
  • Shares reserved under 2024 Plan post-amendment: 30,000,000.
  • Shares available immediately post-approval: 15,300,000 (≈18.32% of outstanding shares).

Other Directorships & Interlocks

• Interlock and control: Citius Pharmaceuticals, Inc. (CTXR) beneficially owns 79.1% of CTOR common stock; Webb serves as a director of CTXR and CTOR, creating a parent–subsidiary board interlock.
• Oversight of related-party arrangements: The A&R Shared Services Agreement with CTXR provides corporate functions to CTOR for an aggregate quarterly fee of approximately $940,000; the Audit and Risk Committee oversees related-party transactions.

Expertise & Qualifications

• Webb contributes deep commercial leadership with senior roles spanning J&J and Ortho Biotech, and broad experience at Roche across sales, training, product management, and public policy.
• The Board explicitly cites Webb’s 40+ years of pharma sales, marketing, and business development as the basis for her director qualifications.

Equity Ownership

• Ownership form: Webb’s beneficial ownership consists of options to acquire 150,000 shares exercisable within 60 days of September 10, 2025. The table denotes “*” where percentage is below 1%.
• Hedging/pledging: Company does not prohibit hedging/pledging, but strongly discourages such activities under its insider trading policy. No specific pledging by Webb disclosed.

Governance Assessment

• Positives

  • Independent director serving on Compensation and Nominating & Governance Committees; presence of Lead Independent Director and regular executive sessions support independent oversight.
  • Attendance threshold met (≥75%); engagement indicated in first fiscal year of service.
  • Clawback policy adopted; committee charters and code of ethics in place.
  • Audit and Risk Committee designated financial experts and explicit related-party review procedures.

• Risks and RED FLAGS

  • Parent–subsidiary interlock and concentration of control: CTXR owns 79.1% of CTOR; Webb sits on both boards. This heightens potential conflicts in transactions with CTXR (e.g., services agreement, promissory note) and may constrain minority shareholder influence.
  • Anti-hedging/pledging policy gap: No formal prohibition—only discouragement—represents an alignment risk if directors choose to hedge or pledge stock.
  • Director compensation framework not yet approved: Lack of defined cash/equity retainer and performance alignment metrics for directors introduces uncertainty and potential for future pay structure concerns.
  • Equity plan dilution: 15.3 million shares available post-amendment (≈18.32% of outstanding) increases flexibility but poses dilution risk if director/employee grants are sizable without rigorous performance gating.
  • Committee activity cadence: In fiscal 2024, Compensation and Nominating & Governance Committees held zero formal meetings (Board acted instead), which can signal nascent governance processes and warrants monitoring as the company matures.