Joel Mayersohn
About Joel Mayersohn
Joel Mayersohn (age 67) is an independent director of Citius Oncology, Inc. (CTOR). He is a corporate/securities lawyer and a member at Dickinson Wright, with expertise in private placements, public offerings, M&A, financing transactions, and general securities law; he holds a J.D. and B.A. from SUNY Buffalo and is admitted to the Florida and New York Bars . Tenure disclosure contains a discrepancy: the nominee table lists “Director Since 2024,” while his biography states he has served as a director since October 2022; he is a Class I director nominee for a term expiring at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dickinson Wright | Member (Corporate, Securities & Business Law) | Not disclosed | Advises on private placements, public offerings, M&A, financings; venture capital, bridge loans, PIPEs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed (past 5 years) |
Board Governance
- Classification and election: Class I nominee (with Myron Holubiak) for election on Oct 27, 2025; if elected, term runs to the 2028 annual meeting .
- Independence: Board determined Mr. Mayersohn is independent under Nasdaq listing standards .
- Committee assignments: Not listed as a member of Audit & Risk (McGrath, Chair; Dutia; Smith), Compensation (Dutia, Chair; Holuka; Webb), or Nominating & Governance (Holuka, Chair; McGrath; Webb) .
- Attendance and engagement: In FY2024 the Board held 5 meetings; Audit & Risk held 3; Compensation and Nominating & Governance held 0 (acted via full Board). Each director nominee attended at least 75% of Board and committee meetings since appointment .
- Governance practices: Regular executive sessions of non‑employee directors; Lead Independent Director is Suren Dutia since Aug 2024 .
- Policies: Clawback policy adopted (Dodd‑Frank/SEC compliant). No formal anti‑hedging/anti‑pledging policy, though insider trading policy strongly discourages both .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | “There was no director compensation for the year ended September 30, 2024.” |
| Committee membership fees | $0 | No plan approved; no director compensation in FY2024 |
| Committee chair fees | $0 | Not applicable to Mr. Mayersohn (not a chair) |
| Meeting fees | $0 | No director compensation in FY2024 |
- Status for FY2025: The Board had not yet approved a non‑employee director compensation plan as of the 2025 proxy; Committee may engage an independent advisor to develop peer group and plan design .
Performance Compensation
| Instrument | Grant Date | Quantity/Strike | Vesting | Fair Value | Notes |
|---|---|---|---|---|---|
| CTOR Director Options/RSUs | — | — | — | — | No CTOR director equity grants disclosed for FY2024; plan contemplates annual option grants but none paid by CTOR in FY2024 |
Performance award framework (company‑wide under 2024 Omnibus Plan; applies to potential future director equity if performance‑based):
| Metric Category | Examples |
|---|---|
| Financial | Net income/earnings; EPS; net sales growth; operating profit; margins; ROA/ROE/ROC; cash flow/FCF; working capital; debt reduction |
| Market/Value | Share price growth; TSR |
| Operating | Productivity ratios; operating efficiency; expenses/cost ratios; cap targets |
| Strategic/Regulatory | Regulatory, clinical, manufacturing milestones; consummation of acquisitions/dispositions/projects/events |
Change‑of‑control terms (plan‑level): Unless otherwise provided, awards immediately vest if not assumed in a corporate transaction; if assumed and involuntary termination (other than cause) occurs, awards immediately vest .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Mr. Mayersohn |
| TenX Keane Acquisition (legacy SPAC) | Sponsor‑related | Legacy connection | 21,228 shares acquired via distribution in kind to limited partners of 10XYZ Holdings, Sponsor of TenX Keane Acquisition (legacy entity of CTOR) |
Expertise & Qualifications
- Corporate and finance legal expertise; advisory experience across private/public financings, M&A, and securities law matters .
- Education: J.D. and B.A., SUNY Buffalo; Florida & New York Bars .
- Board qualifications: Board cites his “extensive experience in corporate and finance legal matters” as rationale for service .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Source/Notes |
|---|---|---|---|
| Joel Mayersohn | 21,228 | * | Distribution in kind from 10XYZ Holdings; “*” denotes <1% per proxy table notation. 83,513,442 shares outstanding on Sep 19, 2025 |
Company concentration:
- Citius Pharmaceuticals, Inc. beneficially owns 66,049,615 shares (79.1%), indicating a controlling shareholder dynamic .
Governance Assessment
- Committee participation: Not serving on core committees (Audit, Compensation, Nominating), limiting committee‑level influence; however, independence is affirmed .
- Attendance: Met minimum engagement threshold (≥75% attendance) during FY2024, but committee activity was limited (two committees took actions via full Board; no standalone meetings for Compensation and Nominating) .
- Ownership alignment: Personal stake is small (21,228 shares, <1%); CTOR lacks formal anti‑hedging/anti‑pledging policy (discouraged only), which can weaken alignment signals; clawback policy exists .
- Compensation governance: No director compensation plan in place for FY2024; future plan anticipates option grants; monitoring will be needed for cash/equity mix, performance linkage, and potential dilution .
- Dilution signal: 2024 Omnibus Plan share reserve doubled from 15,000,000 to 30,000,000; 15,300,000 new shares available post‑approval, representing ~18.32% of outstanding—material equity overhang for investors .
- Control dynamics: Majority ownership by Citius Pharmaceuticals (79.1%) creates oversight and conflict‑management considerations; related‑party shared services agreement ($~940,000 quarterly fee), and promissory note amendments reflect ongoing parent‑subsidiary economics overseen by Audit & Risk Committee .
RED FLAGS
- Controlling shareholder (79.1%) with extensive related‑party arrangements; requires strong independent committee oversight .
- No formal anti‑hedging/anti‑pledging policy (discouraged only); potential misalignment risk if hedging/pledging were to occur .
- Significant plan‑level equity overhang (~18.32% of outstanding shares available for grant post‑amendment) increasing dilution risk .
- Limited standalone committee activity in FY2024 (Compensation, Nominating & Governance held no meetings), which may challenge committee effectiveness .