Myron Holubiak
About Myron Holubiak
Myron Holubiak is 78, serves as Secretary and Director of Citius Oncology (CTOR) since August 12, 2024, and is not independent given his executive role; he also serves as Executive Vice Chairman of Citius Pharma and acts as CEO of majority-owned subsidiary NoveCite . He previously led Citius Pharma as President and CEO (Oct 2015–Apr 2022), was President of Roche Laboratories (Dec 1998–Aug 2001), founded Leonard-Meron Biosciences (LMB) in March 2013 and served as its CEO/President until March 2016; he holds a B.S. in Molecular Biology and Biophysics (University of Pittsburgh) with advanced business and health economics training at Harvard Business School, University of London, and University of York’s Centre for Health Economics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Citius Pharma | President & CEO | Oct 2015–Apr 2022 | Led parent company; executive leadership experience in biopharma |
| Roche Laboratories | President | Dec 1998–Aug 2001 | Senior leadership at a major research-based pharma company |
| Leonard-Meron Biosciences (LMB) | Founder; CEO/President | Mar 2013–Mar 2016 | Founded CTOR’s wholly owned subsidiary; early-stage leadership |
| Citius Oncology Sub, Inc. | Secretary & Director | Apr 1, 2022–Aug 12, 2024 | Governance role prior to CTOR board service |
| Citius Oncology (CTOR) | Secretary & Director (Class I) | Aug 12, 2024–present | Board service and corporate officer; not independent |
| NoveCite (majority-owned subsidiary) | Acting CEO | Current | Oversight of subsidiary operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Citius Pharma | Director | Oct 2015–present | Concurrent board service with executive roles at parent |
| BioScrip (NASDAQ: BIOS) | Director; Chairman (last 2 years) | Sep 2002–Jul 2016 | National provider of infusion/home care; chair role |
| Assembly Biosciences (NASDAQ: ASMB) | Director | Jul 2010–present | Biopharma (HBV/HDV/herpes) board service |
| bioAffinity Technologies (private) | Director | Current | Private company board service |
| Academy of Managed Care Pharmacy Foundation | Trustee | Apr 2013–Apr 2015 | Non-profit governance |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $450,000 | $450,000 |
| Bonus ($) | $0 | $0 |
| Option Awards (Grant-date FV, $) | $206,250 | $825,000 |
| Notes | Salary is portion allocated from Citius Pharma under Shared Services Agreement | Salary is portion allocated from Citius Pharma under Shared Services Agreement |
Performance Compensation
- Stock options are the primary long-term incentive; company notes options can be performance-based via stock price appreciation and may include milestone-based vesting, though CTOR “has not used such performance-based vesting to date” .
- CTOR adopted an Omnibus Stock Incentive Plan; Board proposed increasing reserved shares from 15,000,000 to 30,000,000 (shareholder vote scheduled Oct 27, 2025), expanding capacity for future equity awards .
Outstanding Equity Awards (as of Sep 30, 2024)
| Name | Exercisable Options | Unexercisable Options | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Myron Holubiak | 500,000 | 1,000,000 | 2.15 | 07/05/2033 |
| Option Repricings in FY 2025 | — | — | — | Company disclosed no repricings or modifications |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 1,000,000 (options exercisable within 60 days of Sep 10, 2025) |
| Ownership (% of outstanding) | 1.18% (base: 83,513,442 shares outstanding as of Sep 10, 2025) |
| Parent ownership | Citius Pharmaceuticals, Inc. beneficially owns ~79.1% (66,049,615 shares) |
| Vested vs unvested (reference) | 500,000 exercisable; 1,000,000 unexercisable as of Sep 30, 2024 |
| Hedging/pledging | CTOR has not adopted formal anti-hedging/anti-pledging policy; insider trading policy strongly discourages hedging and pledging |
| Ownership guidelines | No director/executive stock ownership guidelines disclosed in proxy |
Employment Terms
- Employment Agreement: “Named Executive Officers are not currently parties to employment agreements.” The company may consider agreements as needed .
- Severance/Change-of-Control: Under the 2024 Plan, equity awards accelerate upon a corporate transaction if not assumed; if assumed and the executive is involuntarily terminated without cause, awards immediately vest (Committee retains flexibility on treatment) .
- Clawback: CTOR has adopted a clawback policy to recover erroneously awarded incentive compensation in line with Dodd-Frank/SEC rules .
- Pension/SERP/Deferred Comp: No qualified or non-qualified defined benefit plans; no nonqualified deferred compensation participation for Named Executive Officers .
- Perquisites: Not disclosed; benefits intent includes typical medical, dental, life insurance and 401(k) comparable to peers .
Board Governance
- Board class, independence and dual-role implications: Holubiak is a Class I director (term standing for election through 2028 if elected) and is “not independent” due to his employment as Executive Vice Chairman, reflecting dual officer-director status and potential independence concerns; Joel Mayersohn is independent .
- Committee memberships (FY 2024/2025):
- Audit & Risk: Dennis McGrath (Chair), Suren Dutia, Robert Smith; McGrath and Dutia designated “audit committee financial experts” .
- Compensation: Suren Dutia (Chair), Dr. Eugene Holuka, Carol Webb .
- Nominating & Governance: Dr. Holuka (Chair), Dennis McGrath, Carol Webb .
- Meetings and attendance: FY 2024 Board held five meetings; Audit & Risk held three; Compensation and Nominating acted via full Board (zero formal meetings); each director nominee attended at least 75% of Board/committee meetings since appointment .
- Executive sessions and leadership: Regular executive sessions of non-employee directors; Suren Dutia serves as Lead Independent Director since Aug 2024 .
- Director compensation: No CTOR director compensation plan approved yet; none paid for FY 2024; Compensation Committee may engage an independent advisor and anticipates stock option components for non-employee directors going forward .
Investment Implications
- Pay-for-performance alignment: Holubiak’s compensation is heavily equity-linked (options) with no annual bonus paid; increased option grant value in FY 2024 ($825k vs $206k in FY 2023) suggests stronger emphasis on long-term stock appreciation aligned with shareholders, though CTOR has not used performance-based vesting metrics to date, moderating direct KPI alignment .
- Vesting and selling pressure: With 1,000,000 options deemed exercisable within 60 days as of Sep 10, 2025 and a $2.15 strike expiring 2033, monitor potential exercise-related supply; lack of formal anti-hedging/pledging policy (despite discouragement) adds a governance watchpoint for trading behavior .
- Retention risk: No employment agreement or disclosed severance multiples indicates at-will exposure; retention levers are primarily option-based and the 2024 Plan’s acceleration features under corporate transactions, which can incentivize stability through equity but offer limited cash severance certainty .
- Governance and independence: Dual role (executive + director) and non-independence status warrant reliance on Lead Independent Director and independent committees; board classified structure and large parent ownership (~79.1%) imply control dynamics that can influence governance outcomes and compensation practices .
- Red flags/comforts: No option repricings disclosed in FY 2025 is a positive signal; clawback policy adoption supports shareholder-friendly oversight; absence of formal anti-hedging/pledging policy is a mild governance gap to monitor .