Leonard Mazur
About Leonard Mazur
Leonard Mazur, 80, is Chairman, Chief Executive Officer, Secretary, and Director of Citius Oncology (CTOR) since August 12, 2024; he previously led Citius Oncology Sub, Inc. from April 1, 2022. He holds a B.A. and M.B.A. from Temple University and served in the U.S. Marine Corps Reserves. He is also Executive Chairman and CEO of Citius Pharmaceuticals (CTXR) and serves as Secretary of NoveCite and a director at Hillstream BioPharma (HILS) . Under his tenure, CTOR (pre-launch) reported no revenue and a Q1 FY2025 net loss of $6.7 million; the company advanced LYMPHIR launch readiness (permanent J-code, distribution network), while receiving a Nasdaq bid price deficiency notice (listing risk) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citius Oncology, Inc. | Chairman, CEO, Secretary, Director | 2024–present | Oversaw U.S. launch readiness for LYMPHIR, completing top-tier distribution network; advanced market access (permanent J-code) |
| Citius Oncology Sub, Inc. | Chief Executive Officer | 2022–2024 | Led operations prior to merger/spin; foundational build for LYMPHIR commercialization |
| Citius Pharmaceuticals, Inc. (CTXR) | Executive Chairman; CEO (since May 2022); Director (since 2014) | 2014–present | Parent co. sponsorship and control of CTOR; continued leadership and shared services framework |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Hillstream BioPharma (HILS) | Director | 2021–present | Pre-clinical oncology; board service since Aug 2021 |
| NoveCite, Inc. | Secretary | n/a | Majority-owned subsidiary of CTXR |
| Akrimax Pharmaceuticals, LLC | Co-founder; Vice Chairman | Since 2008 | Private pharma, cardiovascular/general products |
| Triax Pharmaceuticals LLC | Co-founder; COO | 2005–2012 | Dermatology Rx company |
| Genesis Pharmaceutical, Inc. | Founder; CEO | 1995–2005 | Sold to Pierre Fabre in 2003 |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base Salary allocated to CTOR | $153,125 | $166,250 |
| Cash Bonus | — (not disclosed) | — (not disclosed) |
| Pension/SERP/Deferred Comp | None | None |
Notes: Named Executive Officers (NEOs) are employees of CTXR with salary allocated to CTOR under a shared services agreement; no employment agreements currently in place .
Performance Compensation
| Incentive Type | FY2023 | FY2024 |
|---|---|---|
| Stock Option Awards (grant-date fair value, ASC 718) | $508,750 | $2,035,000 |
| RSUs/PSUs | Not granted | Not granted |
| Annual Cash Incentive (Target/Actual) | Not disclosed | Not disclosed |
| Performance Metrics Used | Company indicates potential metrics in plan; no performance-vested equity used to date |
Option holdings and terms:
- As of 9/30/2024: 1,233,333 options exercisable; 2,446,667 unexercisable; exercise price $2.15; expiration 7/5/2033 .
- Vesting approach: options generally time-based; company has not used performance-based vesting to date .
- No option repricings in FY2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 9/10/2025) | 2,466,667 shares beneficially owned (options exercisable within 60 days), 2.87% of outstanding |
| Shares Outstanding (as of 9/19/2025) | 83,513,442 |
| Vested vs Unvested (as of 9/30/2024) | 1,233,333 vested (exercisable); 2,446,667 unvested (unexercisable) options |
| Option Strike/Expiry | $2.15; 7/5/2033 |
| Anti-Hedging/Pledging | No formal prohibition; insider trading policy “strongly discourages” hedging/pledging (governance risk) |
| Clawback | Adopted per Dodd-Frank/SEC listing standards |
| Ownership Guidelines | Not disclosed |
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | NEOs are not currently parties to employment agreements |
| Severance | Not disclosed |
| Change-in-Control (CIC) Equity Treatment | Under 2024 Plan: if awards assumed and executive is involuntarily terminated without Cause post-transaction, awards vest; if awards not assumed, immediate vesting (mix of single/double-trigger mechanics) |
| Equity Plan Overhang/Future Dilution | 2024 Plan increased to 30,000,000 shares; 15,300,000 available immediately post-approval (≈18.32% of outstanding) |
| Clawback Policy | Adopted; recovery of erroneously awarded incentive compensation |
| Non-Compete/Non-Solicit | Not disclosed |
Board Governance (Role, Committees, Independence)
- Dual Role: CEO and Chairman (not independent). Lead Independent Director (Suren Dutia) presides over executive sessions and helps mitigate conflicts .
- Independence: Board determined all directors independent except Leonard Mazur (CEO/Chairman) and Myron Holubiak (Executive Vice Chairman) .
- Committees (all independent): Audit & Risk (McGrath–Chair, Dutia, Smith; two “financial experts”), Compensation (Dutia–Chair, Holuka, Webb), Nominating & Governance (Holuka–Chair, McGrath, Webb) .
- Board Attendance: In FY2024, Board held 5 meetings; each director nominee attended at least 75% of applicable meetings .
Related-Party Transactions and Structure
- Control: Citius Pharmaceuticals, Inc. owns 79.1% of CTOR (control/overhang consideration) .
- Shared Services: Amended & Restated Shared Services Agreement—quarterly fee ≈$940,000; range of corporate/scientific services; auto-renewal unless notice .
- Promissory Note: $3,800,111 non-interest-bearing note to CTXR; amended 9/10/2025 to be repayable upon ≥$30M aggregate capital raises or royalty monetization of LYMPHIR .
- Audit & Risk Committee oversees related-party transactions .
Performance & Track Record
| Metric | Q1 FY2025 |
|---|---|
| Revenue | $0 |
| R&D Expense | $1.3M |
| G&A Expense | $3.3M |
| Stock-based Comp (G&A) | $1.8M |
| Net Loss | ($6.7M) |
Strategic and commercial execution under Mazur:
- Launch readiness: LYMPHIR permanent J-code J9161 effective April 1, 2025; U.S. distribution network completed with McKesson (Q4 2025 planned launch) .
- Nasdaq compliance risk: Bid price deficiency notice on April 23, 2025; 180-day window to regain compliance (extendable subject to conditions) .
Compensation Structure Analysis (Alignment vs. Risk)
- Mix: Compensation is primarily cash salary + stock options; no disclosed annual cash bonus or performance-vested equity to date .
- Year-over-Year Shift: Option grant fair value rose from $508,750 (FY2023) to $2,035,000 (FY2024), increasing equity-at-risk exposure and potential dilution .
- Performance Linkage: While the 2024 Plan allows performance metrics, the company has not used performance-based vesting for options to date (reduces line-of-sight to measurable operating targets vs. share price beta) .
- Governance Safeguards: Clawback policy adopted; however, absence of formal anti-hedging/anti-pledging policy and large remaining equity pool (≈18.32% of outstanding) present potential alignment and dilution risks .
Risk Indicators & Red Flags
- Listing Risk: Nasdaq minimum bid price deficiency notice (April 2025) .
- Control/Conflicts: 79.1% ownership by CTXR; extensive related-party services and intercompany note (oversight required) .
- Hedging/Pledging: No formal prohibition; only discouraged by policy (potential misalignment) .
- Equity Overhang: Expanded 2024 Plan; 15.3M shares newly available (≈18.32% of outstanding) .
Equity Ownership & Option Detail (Mazur)
| As-of Date | Beneficial Ownership | % Outstanding | Notes |
|---|---|---|---|
| 9/10/2025 | 2,466,667 (options exercisable within 60 days) | 2.87% | Reflects exercisable options; CTXR owns 79.1% |
| As-of Date | Exercisable Options | Unexercisable Options | Exercise Price | Expiration |
|---|---|---|---|---|
| 9/30/2024 | 1,233,333 | 2,446,667 | $2.15 | 7/5/2033 |
Employment Terms Summary
| Topic | Status |
|---|---|
| Employment Agreement | None for NEOs |
| Severance/COC | Not disclosed; equity acceleration under 2024 Plan as described |
| Clawback | Adopted |
| Hedging/Pledging | Not prohibited; strongly discouraged |
Investment Implications
- Alignment and incentives: Heavy reliance on stock options ties upside to share price, but lack of performance-vested equity reduces direct linkage to operating milestones. Clawback is a positive, but absence of a formal anti-hedge/pledge policy is a governance gap .
- Dilution/overhang risk: Significant remaining equity plan capacity (~18% of outstanding) and parent’s 79% control imply potential dilution and limited minority influence; monitor future grants and insider exercises .
- Retention and selling pressure: Large vested option position (2.47M exercisable within 60 days as of 9/10/2025) could create selling pressure post-exercise depending on price; monitor Form 4s and trading windows .
- Execution risk: Pre-launch financial profile (no revenue, losses) with listing deficiency risk heightens sensitivity to launch timing/uptake for LYMPHIR; completion of distribution network and J-code mitigate reimbursement/access hurdles .