Jaime Bartushak

About Jaime Bartushak

Jaime Bartushak, 58, is Chief Financial Officer and Chief Business Officer of Citius Oncology, Inc. (CTOR) and has served as CFO since August 2024; he previously served as CFO of Leonard‑Meron Biosciences (LMB) and CFO/CBO of Citius Pharmaceuticals (CTXR) with over 20 years in corporate finance, BD, restructuring, and strategy for early-stage pharma companies . He co‑founded LMB in 2014 and helped lead the sale of PreCision Dermatology, Inc. to Valeant in 2014, highlighting transaction execution experience . Company proxy materials do not disclose TSR, revenue growth, or EBITDA growth tied to his tenure; performance pay is primarily equity-based without disclosed performance-vest features to date .

Past Roles

External Roles

No public company directorships or external board roles are disclosed for Bartushak in CTOR filings reviewed .

Fixed Compensation

Note: CTOR’s 2025 DEF 14A identifies named executive officers (NEOs) as Leonard Mazur, Myron Holubiak, and Dr. Czuczman; Bartushak’s 2024–2025 compensation at CTOR is not itemized in the proxy. Historical SpinCo data (pre‑listing) provides context.

• Executive officers are employees of Citius Pharma, with services to CTOR provided via an Amended & Restated Shared Services Agreement; salaries/bonuses for NEOs were allocated accordingly in earlier periods .
• CTOR states NEOs are not currently party to employment agreements and intends to establish standard benefits; this policy context applies broadly to executive officers .

Performance Compensation

• Equity is the primary incentive vehicle. CTOR emphasizes stock options to align pay with stock price growth; the company notes it has not used performance‑based vesting to date in its program .
• The 2024/2025 proxy does not disclose an annual cash incentive plan, metric weightings, targets, or payouts for Bartushak. The stock plan permits performance criteria (revenue, EBITDA, TSR, margins, milestones), but specific metrics/weights for Bartushak were not disclosed .

Equity Ownership & Alignment

Additional alignment, pledging, and guidelines:

• Beneficial ownership table in CTOR’s 2025 proxy lists directors and certain NEOs; Bartushak is not among the listed beneficial owners (no percentage disclosed) .
• The Board has not adopted formal anti‑hedging/anti‑pledging policies; insider policy strongly discourages hedging/pledging, which is a governance consideration for alignment risk .
• A Dodd‑Frank compliant clawback policy has been adopted .
• No director/management stock ownership guidelines are disclosed in the proxy .

Employment Terms

• Employment agreements: CTOR states executive officers are not currently party to employment agreements and plans to establish standard benefits; no individual severance multiples or non‑compete terms disclosed for Bartushak .
• Shared Services: CTOR receives executive services from Citius Pharma under an A&R Shared Services Agreement (~$940k quarterly fee), terminating two years after the merger (Aug 16, 2024) with auto‑renewal unless notice—relevant to role continuity and retention structure .
• Change‑of‑Control (CoC) treatment under 2024 Omnibus Plan:
  • If awards are not assumed in a CoC, they vest immediately. If awards are assumed and the holder is involuntarily terminated without cause post‑transaction, awards vest (i.e., effectively double‑trigger acceleration); the committee retains discretion on treatment .
• Clawback: Company has adopted a clawback policy for erroneously awarded incentive compensation .
• Anti‑hedging/pledging: No formal ban; strong discouragement noted, which can weaken enforcement relative to a hard prohibition .

Insider Transactions and Vesting Overhang

• Form 4 filed Sept 23, 2025 reports a grant of 825,000 restricted stock awards on Sep 19, 2025 for Bartushak; vesting in three installments (indicative of multi‑year retention) .
• A prior Form 4 was filed Aug 14, 2024 (for Aug 12), contemporaneous with officer appointments; details confirm insider equity activity around formation/transition .
• No open‑market sales by Bartushak are indicated in these cited forms; grants increase unvested overhang but do not, by themselves, imply near‑term selling pressure until vesting events .

Governance, Policies, and Related‑Party Considerations

• Compensation Committee and governance: The committee can hire independent advisors; company indicates potential development of a formal peer group; no peer constituents disclosed .
• Say‑on‑Pay: The 2025 Annual Meeting agenda includes director elections, an equity plan share increase, and auditor ratification; no say‑on‑pay item was presented .
• Related‑party/parent ties: CTOR operates separately but is controlled by Citius Pharma; multiple agreements govern services and funding (A&R Shared Services; promissory note), which may influence compensation allocations and management time .

Investment Implications

• Pay-for-performance alignment: Incentives are predominantly equity (options and RSAs). Options align value to stock appreciation; CTOR has not used performance‑conditioned vesting to date, limiting direct linkage to operational KPIs (e.g., revenue, EBITDA, clinical milestones) disclosed for executives .
• Retention vs. selling pressure: The Sep 2025 RSA grant (825k) introduces a multi‑year vesting pipeline that promotes retention; absent sales, near‑term selling pressure appears limited until vesting dates .
• Governance risk: Lack of formal anti‑hedge/pledge policy (despite discouragement) is a governance gap; investors should monitor pledging disclosures in future proxies and insider filings .
• Contractual protection: No disclosed individual employment/severance terms reduce guaranteed payouts but also reduce explicit retention protections; however, the equity plan provides CoC acceleration protection, aligning incentives in strategic scenarios .
• Parent dependence and allocation: Executive services flow through CTXR’s shared‑services framework with a two‑year initial term post‑merger; changes to this arrangement could alter compensation allocation, role scope, and retention dynamics .

Appendix: References to Key Filings

• 2025 DEF 14A (Sept 26, 2025) for executive roles, governance, equity plan, policies, and beneficial ownership .
• DRS (Apr 28, 2025) for executive bios and compensation program description .
• S‑4/A (Jan 30, May 3, Jul 11, 2024) for historical SpinCo compensation and Bartushak option grants/vesting .
• Form 4s (Aug 2024; Sep 2025) for insider equity grants/vesting .