Myron Czuczman
About Myron Czuczman
Dr. Myron S. Czuczman, M.D., is Chief Medical Officer of Citius Oncology (CTOR), a role he assumed on August 12, 2024; he joined Citius Pharma in July 2020 and previously led global lymphoma/CLL clinical development at Celgene (June 2015–January 2020). He practiced oncology at Roswell Park Comprehensive Cancer Center for over two decades, serving as chief of the Lymphoma/Myeloma Service and head of the Lymphoma Translational Research Laboratory, and held professorships at SUNY Buffalo and Roswell Park; he earned his M.D. from Penn State College of Medicine and graduated magna cum laude in Biochemistry from the University of Pittsburgh . CTOR’s documents do not disclose TSR, revenue growth, or EBITDA growth attributable to his tenure; the company highlights equity-linked incentives and milestone-based corporate objectives rather than individual performance metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Celgene Corporation | VP, Global Clinical R&D; Therapeutic Area Head (Lymphoma/CLL) | 2015–2020 | Led global clinical development in lymphoma/CLL |
| Roswell Park Comprehensive Cancer Center | Chief, Lymphoma/Myeloma Service; Head, Lymphoma Translational Research Lab | Not disclosed (over two decades) | Built translational research and clinical programs in hematologic oncology |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SUNY Buffalo School of Medicine & Biomedical Sciences | Tenured Professor of Medicine | Not disclosed | Academic leadership in oncology |
| Roswell Park Comprehensive Cancer Center | Professor of Oncology | Not disclosed | Academic leadership in oncology |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $212,500 | $225,000 |
| Target Bonus (%) | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | $0 | $0 |
| Option Awards (Grant-date FV, $) | $192,500 | $770,000 |
| Other Compensation ($) | $0 | $0 |
Notes:
- CTOR’s NEO services are provided under a shared services agreement with Citius Pharma; salary allocated accordingly .
Performance Compensation
- Equity vehicle: Stock options under 2023/2024 Omnibus Stock Incentive Plans; CTOR emphasizes options to align pay with stock price appreciation and retention .
- Vesting approach: Historically time-based; the company states it has not used performance-based vesting for options to date .
- Plan allows performance awards with metrics (EPS, net sales growth, margins, TSR, regulatory milestones, etc.), but CTOR has not disclosed any PSUs/RSUs or option grants with performance hurdles for NEOs .
Equity Ownership & Alignment
| Item | As of Dec 31, 2024 | As of Sep 10, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 466,667 (options exercisable within 60 days) | 933,333 (options exercisable within 60 days) |
| Ownership % of outstanding | Not material (“*”) vs 71,552,402 shares outstanding | 1.11% vs 83,513,442 shares outstanding |
| Options outstanding (exercisable / unexercisable) | 466,667 / 933,333 | — (not restated in 2025 table; beneficial % reflects exercisable position) |
| Largest holder alignment context | Citius Pharmaceuticals, Inc. held 92.3% (Dec 31, 2024) | 79.1% (Sep 10, 2025) |
Vesting and award terms:
- Grant date: July 5, 2023; total options granted to Czuczman: 1,400,000; exercise price: $2.15; expiration: July 5, 2033 .
- Vesting schedule: 1/36 monthly in first year, then 1/3 on second anniversary (July 5, 2025) and 1/3 on third anniversary (July 5, 2026), contingent on continued service; this matches the 466,667 exercisable balance at 9/30/2024 .
- Pledging/hedging: No formal anti-hedging or anti-pledging policy adopted; insider trading policy “strongly discourages” hedging and pledging .
Employment Terms
- Employment agreements: NEOs are not currently party to employment agreements; benefits are expected to be comparable to peers (medical, dental, life, 401(k)) .
- Severance/change-of-control: Under the 2024 Plan, if awards remain outstanding post-transaction (or are assumed) and the participant is involuntarily terminated without cause, unvested awards vest immediately (double trigger). If awards are not assumed in a corporate transaction, vesting accelerates (single trigger) .
- Clawback: CTOR has adopted a Dodd-Frank-compliant clawback policy for recovery of erroneously awarded incentive compensation .
- Ownership guidelines: Not disclosed.
- Non-compete/non-solicit/garden leave: Not disclosed in CTOR filings.
- Shared services: Citius Pharma provides services (IT, facilities, finance, HR, scientific) under an amended and restated shared services agreement; quarterly fee approx. $940,000; auto-renews unless notice given .
Vesting Schedules and Insider Selling Pressure
| Award | Grant Date | Strike | Expiry | Vesting Milestones | Status |
|---|---|---|---|---|---|
| Stock options (1,400,000 sh) | Jul 5, 2023 | $2.15 | Jul 5, 2033 | 1/36 monthly year 1; 1/3 on Jul 5, 2025; 1/3 on Jul 5, 2026 | 466,667 exercisable; 933,333 unexercisable at 9/30/2024 |
- Section 16/Form 4 activity: CTOR documents searched did not include Form 4 filings for Dr. Czuczman; no insider sales data available in the retrieved corpus.
Compensation Structure Analysis
- Cash vs equity mix: For FY 2024, salary was $225k while option award FV was $770k—equity was the dominant component, aligning incentives with stock price performance and vesting retention .
- Shift in instruments: CTOR emphasizes stock options; no RSUs/PSUs disclosed to date, indicating higher performance leverage but also higher risk versus guaranteed equity .
- Discretionary bonuses: None disclosed for FY 2023–2024 for Czuczman .
- Peer benchmarking: Compensation Committee may engage an independent advisor and develop a biotech/pharma peer group; not yet disclosed .
- Equity plan capacity: Share reserve increased from 15,000,000 to 30,000,000 in September 2025, expanding potential dilution and future grant capacity .
Risk Indicators & Red Flags
- Corporate control and overhang: Citius Pharma is the controlling stockholder (79.1% as of Sep 10, 2025), which can impact governance dynamics and future distributions; share reserve expansion increases dilution risk .
- Change-of-control acceleration: Single- and double-trigger acceleration in the plan could increase realized pay upon transactions and influence retention dynamics .
- Hedging/pledging: Absence of formal prohibition (policy strongly discourages) leaves some alignment risk if pledging occurred; no pledging disclosures found .
- Going concern and liquidity (corporate context): CTOR’s filings outline funding needs and milestone payment obligations tied to LYMPHIR commercialization (company-level risk backdrop) .
Investment Implications
- Alignment: Czuczman’s compensation is heavily equity-based with multi-year vesting and a strike near prior grant-date valuations, creating direct linkage to CTOR’s stock performance and LYMPHIR execution . Time-based vesting without disclosed performance hurdles suggests retention-focused equity rather than explicit pay-for-performance metrics .
- Retention risk: The vesting cliffs in 2025 and 2026 support retention; however, plan-level change-of-control accelerators could crystallize pay on transactions and alter retention incentives around strategic events .
- Trading signals: The 2024 Plan share reserve increase (to 30M) signals anticipated ongoing equity issuance across the organization and potential dilution; monitoring future grants and any Form 4 activity around the July 2025 vesting event is prudent . Beneficial ownership growth from 466,667 to 933,333 exercisable options (Dec 2024 → Sep 2025) reflects vesting progress; sales, if any, would be visible in Form 4 updates.
- Governance backdrop: Controlling shareholder dynamics and the company’s use of shared services can streamline operations but concentrate decision-making; the presence of a clawback policy mitigates some risk on incentive recoupment .
Citations: Biography and role ; fixed pay and options ; options terms/vesting ; plan mechanics and performance metrics ; beneficial ownership ; hedging/pledging policy ; clawback ; shared services .