Eugene Holuka
About Dr. Eugene Holuka
Independent Class II director of Citius Oncology (CTOR) since August 12, 2024; age 66. An internist with nearly 35 years of practice, he is an attending physician at Staten Island University Hospital (since 1991) and holds academic appointments at Touro College of Osteopathic Medicine (Adjunct Clinical Assistant Professor since 2011) and the Zucker School of Medicine at Hofstra University (associate professor). He has served on the board of Citius Pharmaceuticals (CTXR) since June 2016 and received the Ellis Island Medal of Honor in 2000 . The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Staten Island University Hospital | Attending physician (Internal Medicine) | 1991–present | Clinical practice leadership |
| Touro College of Osteopathic Medicine | Adjunct Clinical Assistant Professor | 2011–present | Medical education |
| Zucker School of Medicine at Hofstra University | Associate Professor | Current | Academic instruction |
| LMB (Leonard-Meron Biosciences) | Scientific Advisory Board member | Apr 2014–Mar 2016 | Advisory support pre-acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Citius Pharmaceuticals, Inc. (Nasdaq: CTXR) | Director | Jun 2016–present | CTXR is CTOR’s controlling shareholder (79.1%) |
| NECO Committee Board | Board member | 2005–present | Civic recognition body |
| Forum’s Children Foundation | Executive Committee Member | 2000–2008 | Non-profit governance |
Board Governance
- Committee assignments:
- Nominating & Governance Committee: Chair (members: Dr. Holuka, Dennis McGrath, Carol Webb)
- Compensation Committee: Member (Chair: Suren Dutia; members: Dr. Holuka, Carol Webb)
- Audit & Risk Committee: Not a member (members: Dennis McGrath—Chair, Suren Dutia, Robert Smith)
- Independence: Board deems all directors independent except CEO Leonard Mazur and Executive Vice Chairman Myron Holubiak; Dr. Holuka is independent .
- Attendance and engagement: FY2024—Board held 5 meetings; Audit & Risk held 3; Compensation and Nominating & Governance held 0 (matters acted on by full Board). Each director nominee (including Dr. Holuka) attended at least 75% of Board and committee meetings since appointment .
- Board leadership and practices: Lead Independent Director (Suren Dutia) in place; regular executive sessions of non-employee directors . Clawback policy adopted per Dodd-Frank/SEC rules . Anti-hedging/anti-pledging policy not adopted (hedging/pledging strongly discouraged in insider trading policy) .
Fixed Compensation (Director)
| Item | FY2024 | FY2025 (status) |
|---|---|---|
| Annual cash retainer | No director compensation for FY2024 | Board had not yet approved a non-employee director compensation plan as of the 2025 proxy |
| Committee/Chair fees | N/A (no plan approved; no FY2024 director pay) | Under evaluation by Compensation Committee (may engage independent advisor) |
| Meeting fees | N/A | N/A |
Performance Compensation (Director)
| Award Type | Grant Date | Quantity | Vesting Schedule | Notes/Source |
|---|---|---|---|---|
| Restricted Stock (time-based) | Sep 19, 2025 | 300,000 shares | Vests in three substantially equal annual installments on the 1st, 2nd, and 3rd anniversaries of grant, subject to continued service | SEC Form 4 (Holuka) filed Sep 23, 2025: ownership.xml (details of restricted stock award) |
| Stock Options (exercisable within 60 days) | As of Sep 10, 2025 snapshot | 150,000 options | Currently exercisable within 60 days of Sep 10, 2025 | Reflected in CTOR beneficial ownership table; exercise price/expiration not disclosed there |
| Equity plan context | N/A | N/A | N/A | 2024 Omnibus Stock Incentive Plan increased share reserve from 15,000,000 to 30,000,000 to support director/employee awards |
The company’s 2024 plan permits performance awards tied to multiple financial/operational measures (e.g., EPS, revenue growth, margins, TSR, milestones), but no specific performance-conditioned director awards for Dr. Holuka are disclosed; his Sep-2025 grant is service-vested .
Other Directorships & Interlocks
| Company | Role | Interlock / Potential Conflict | Evidence |
|---|---|---|---|
| Citius Pharmaceuticals, Inc. (CTXR) | Director | CTXR owns 79.1% of CTOR; Dr. Holuka’s CTXR board seat creates a governance interlock with the controlling shareholder of CTOR | CTOR beneficial ownership table shows CTXR at 79.1% ; Dr. Holuka CTXR directorship |
Expertise & Qualifications
- Nearly 35-year internal medicine career; attending physician since 1991 .
- Academic appointments at Touro (since 2011) and Zucker School of Medicine; recognized by Ellis Island Medal of Honor (2000) .
- Governance experience on CTXR board since 2016 .
- Board believes his healthcare industry experience qualifies him for CTOR’s board .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition/Notes |
|---|---|---|---|
| Dr. Eugene Holuka | 150,000 | “*” as presented in proxy | Consists of shares underlying options exercisable within 60 days of Sep 10, 2025 |
- Subsequent equity award: 300,000 restricted shares granted on Sep 19, 2025 (time-vested over 3 years) .
- Anti-hedging/pledging: No formal anti-hedge/pledge policy adopted; insider trading policy strongly discourages such activity .
Insider Trades (Form 4)
| Date Filed | Transaction Date | Security | Amount | Price | Vesting/Terms | Source |
|---|---|---|---|---|---|---|
| Sep 23, 2025 | Sep 19, 2025 | Restricted Stock | 300,000 | No cash price (award) | Vests in three substantially equal annual installments, subject to continued service | SEC Form 4 (Holuka) ownership.xml ; summary confirmation |
Governance Assessment
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Strengths:
- Independent director with healthcare depth; chairs Nominating & Governance and serves on Compensation Committee—positions aligned with board effectiveness and oversight .
- Attendance at ≥75% of meetings in FY2024; board held 5 meetings; committees (Compensation, N&G) acted via full Board, limiting committee-meeting cadence early post-merger .
- Alignment via equity: 150,000 options (exercisable within 60 days as of Sep 10, 2025) and a subsequent 300,000-share restricted stock grant with multi-year vesting .
- Clawback policy adopted—positive signal for pay-for-performance risk mitigation .
-
Risks and potential conflicts:
- RED FLAG: Director interlock with controlling shareholder CTXR (owns 79.1% of CTOR) may raise perceived independence concerns despite Nasdaq independence determination .
- RED FLAG: Meaningful related-party exposure between CTOR and CTXR, including a shared services agreement (~$940k per quarter) and a non-interest-bearing promissory note ($3.8M) with repayment tied to capital raises—requires vigilant oversight by Audit & Risk Committee .
- RED FLAG: No formal anti-hedging/anti-pledging policy (activity discouraged but not prohibited)—a governance gap relative to best practice .
- Classified (staggered) board structure may reduce immediate shareholder influence on board composition .
-
Compensation structure trends:
- FY2024: no director compensation; 2025: board had not yet approved a formal director compensation plan, but time-based restricted stock awards were granted in Sep 2025—indicates shift toward equity retainer with service-vesting rather than performance-conditioned metrics .
- 2024 Omnibus Plan expansion (to 30,000,000 shares) enhances capacity for future equity awards; investors should monitor dilution and award design (time- vs performance-based) .
Oversight context: Audit & Risk Committee (independent members; two “financial experts”) reviews related-party transactions; Lead Independent Director conducts executive sessions, partially mitigating controlled-company risks .