Dennis McGrath

About Dennis M. McGrath

Dennis M. McGrath, 67, has served as an independent Class III director of Citius Oncology, Inc. (CTOR) since August 12, 2024. He is designated by the Board as independent under Nasdaq rules and serves as Chair of the Audit & Risk Committee and a member of the Nominating & Governance Committee, bringing deep CFO, audit, and transaction experience from multiple public-company roles, including President/CFO of PAVmed (Nasdaq: PAVM) and CFO of Lucid (PAVmed’s majority-owned subsidiary) .

Past Roles

External Roles

Board Governance

• Committees: Audit & Risk (Chair), Nominating & Governance (Member). Compensation Committee is chaired by Suren Dutia; McGrath is not a member .
• Financial expert: McGrath is designated an “audit committee financial expert” by the Board .
• Independence: Board determined all directors are independent except CEO/Chairman Leonard Mazur and Executive Vice Chairman Myron Holubiak; McGrath is independent .
• Meetings/Attendance: FY2024 Board held 5 meetings; Audit & Risk held 3; Compensation and Nominating acted as full Board (0 formal meetings). “Each director nominee attended at least 75% of Board and applicable committee meetings” since appointment; McGrath chaired Audit during this period, indicating active engagement .
• Lead Independent Director and executive sessions: Board regularly conducts executive sessions of non-employee directors; Suren Dutia serves as Lead Independent Director providing leadership over independent director sessions .

Fixed Compensation

• Director compensation framework: “The Board of Directors has not yet approved a compensation plan for non-employee directors.” The company anticipates stock options as part of annual compensation for non-employee directors; there was no director compensation for the year ended September 30, 2024 .

Performance Compensation

• Equity plans and performance metrics: CTOR’s 2024 Omnibus Stock Incentive Plan (amended Sept. 19, 2025) authorizes various awards (options, RSUs, performance share/unit awards). The plan permits performance-based awards tied to criteria including EPS, revenue growth, operating margins, ROA/ROE, cash flow, TSR, regulatory/clinical milestones, and transaction completion .

• Change-of-control/vesting: Awards may immediately vest if not assumed in a corporate transaction; if assumed and participant is involuntarily terminated without Cause by Company/successor, awards will immediately vest (subject to award terms) .
• Clawback: CTOR has adopted a clawback policy consistent with Dodd-Frank/SEC/listing standards .

Other Directorships & Interlocks

• CTXR interlock: McGrath sits on the board of Citius Pharmaceuticals (CTXR), which owns 79.1% of CTOR, creating an interlock between CTOR and its controlling shareholder .
• Industry overlap: McGrath is President/CFO of PAVmed and CFO of Lucid (PAVmed’s majority-owned subsidiary), and holds committee leadership roles at DarioHealth, indicating substantial external time commitments in medtech/healthcare ecosystems .

Expertise & Qualifications

• Credentials: CPA (since 1981) from Arthur Andersen background; B.S. in Accounting, maxima cum laude, LaSalle University .
• Functional expertise: Extensive M&A (domestic/international), public-company acquisitions (SLTI, PRCY, LCAV, THNK), finance, audit, and turnaround leadership; recognized by industry awards (P.A.C.T. 2011 Investment Deal finalist; SmartCEO 2012 CEO of the Year – Turnaround; Ernst & Young 2013 Entrepreneur finalist) .

Equity Ownership

• Anti-hedging/pledging: Board has not adopted formal anti-hedging or anti-pledging policies; insider trading policy strongly discourages hedging or pledging by directors/officers/employees .
• Ownership guidelines: No director stock ownership guidelines disclosed in proxy; no pledges disclosed for McGrath .

Governance Assessment

• Audit leadership and financial expertise: McGrath chairs Audit & Risk and is designated an audit committee financial expert, a positive for financial reporting oversight and investor confidence .
• Related-party oversight: Audit & Risk Committee reviews related-party transactions; CTOR maintains a Shared Services Agreement with CTXR (~$940,000 quarterly fee) and an interest-free note amended Sept. 10, 2025, repayable upon an aggregate $30 million capital raise, placing heightened importance on McGrath’s conflict oversight as audit chair .
• Interlock with controlling shareholder (RED FLAG—monitoring): McGrath’s directorship at CTXR while serving on CTOR’s Board can create perceived conflicts in negotiations or oversight of CTXR-CTOR arrangements (e.g., shared services, capital support); however, he is independent under Nasdaq rules .
• Anti-hedging/pledging policy gap (RED FLAG—policy): Absence of formal anti-hedging/anti-pledging policies, despite discouragement via insider trading policy, is below best practice standards for alignment; investors may prefer formal prohibitions to reduce risk of misalignment .
• Clawback adoption: The clawback policy aligns with evolving regulatory expectations and supports pay-for-performance integrity .
• Director compensation transparency: As of the proxy, no approved director compensation plan and no director compensation in FY2024; anticipated use of stock options suggests equity-based alignment, but lack of disclosed cash/equity retainers and committee chair fees limits benchmarking and pay-for-performance evaluation .
• Engagement: Board and Audit & Risk met in FY2024; McGrath’s audit chair role during these sessions indicates active engagement; lead independent structure and executive sessions support independent oversight .

Overall signal: Strong audit credentials and committee leadership are positives for control and reporting quality; interlocks with CTXR and absence of formal anti-hedging/pledging policies warrant investor monitoring for potential conflicts and alignment risk .