Robert Smith
About Robert Smith
Robert J. Smith, age 64, has served as an independent director of Citius Oncology, Inc. (CTOR) since August 12, 2024, and sits on the Audit and Risk Committee. He holds a B.S. in Neuroscience and an MBA in Finance and Corporate Accounting from the University of Rochester, with 35+ years of senior biopharma leadership at Pfizer and Wyeth in BD/M&A, strategy, and gene therapy; CTOR’s Board has determined he is independent under Nasdaq standards (all directors independent except CEO Leonard Mazur and Executive Vice Chairman Myron Holubiak).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | SVP, Global Gene Therapy Business; SVP, Business Development & Alliance Management | May 2016–Jan 2024; Oct 2009–Jan 2024 | Led gene therapy and rare disease early commercial development; led BD and alliance functions across global business units and R&D |
| Wyeth Pharmaceuticals | SVP, Mergers & Acquisitions; SVP, Global Licensing | Apr 2008–Oct 2009; prior roles earlier | Led global M&A; completed diverse licensing transactions supporting commercial and R&D divisions |
| Bamboo Therapeutics Inc. | Director | Jan 2016–Aug 2016 | Private company board service during key gene therapy development period |
| Ignite Immunotherapeutics Inc. | Director | Dec 2016–Oct 2019 | Private company board service |
| AM Pharma B.V. | Observer | Not specified | Observed board activities at private company |
| Iterum Therapeutics Limited (Nasdaq: ITRM) | Observer | Not specified | Observed board, public company experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Alliance for Regenerative Medicine (ARM) | Board member; Executive Committee; Chair of ARM Board’s Governance & Operations Committee | Since 2018 (ARM); current chair role |
| Foundation for Cell and Gene Medicine (FCGM) | Board member; Executive Committee | Since 2019 |
| Life Sciences PA; BioNJ | Member | Life Sciences PA; BioNJ since 2021 |
| Duke Margolis | Value-Based Agreements Advisory Board | Not specified |
| Focused Ultrasound Foundation | Cell & Gene Therapy Scientific Advisory Board | Not specified |
| Ocugen, Inc. | Business Advisory Board | Not specified |
| Venture Investors LLC | Investment Advisory Committee | Not specified |
Board Governance
- Committee memberships: Audit & Risk Committee member; the committee consists of Dennis McGrath (Chair), Suren Dutia, and Robert Smith; McGrath and Dutia designated “audit committee financial experts” (Smith not designated).
- Independence: Board determined all directors independent except Leonard Mazur (CEO/Chair) and Myron Holubiak (Executive Vice Chairman). Smith is independent.
- Attendance and engagement: In fiscal 2024, the Board met five times; Audit & Risk met three times; each director nominee attended at least 75% of Board and committee meetings since appointment.
- Lead Independent Director: Suren Dutia, serving since August 2024; Board regularly holds executive sessions of non-employee directors.
- Risk oversight: Audit & Risk oversees accounting, disclosure, cybersecurity, and related-party transactions review/approval; Compensation Committee oversees pay risk; Nominating & Governance oversees Board evaluations and committee appointments.
Fixed Compensation
| Component | FY2024/FY2025 Status | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | Not yet approved | Board has not approved a director compensation plan as of FY2025 proxy. |
| Committee membership fees | Not yet approved | Anticipated future structure via Compensation Committee, but not in place. |
| Committee chair fees | Not yet approved | Same as above. |
| Meeting fees | Not disclosed | No plan adopted. |
| FY2024 non-employee director pay | $0 | “There was no director compensation for the year ended September 30, 2024.” |
Performance Compensation
| Element | FY2024/FY2025 Status | Metrics/Vesting |
|---|---|---|
| Equity grants to CTOR non-employee directors | Anticipated (options), none granted in FY2024 | Proxy anticipates non-employee directors would receive stock options; no director compensation in FY2024. |
| Plan performance metrics (2024 Omnibus Plan) | Available for performance awards | Potential criteria include EPS, net income, net sales growth, margins, cash flow (including FCF), TSR/share price, regulatory/clinical/manufacturing milestones, capital/debt targets, operating efficiency, working capital, M&A/project consummation. |
| Change-of-control provisions | Immediate vesting unless awards assumed; double/single trigger per plan terms | Awards vest if not assumed; if assumed and involuntary termination without cause, vesting accelerates. Committee discretion applies. |
| Clawback policy | Adopted | Recovery of erroneously-awarded incentive compensation per Dodd-Frank/SEC/listing standards. |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Note |
|---|---|---|
| Citius Pharmaceuticals, Inc. (CTXR) | Director since March 2024 | CTXR owns ~79.1% of CTOR; shared services and financing arrangements create related-party oversight needs; Smith’s dual service elevates potential conflict monitoring requirements. |
| Bamboo Therapeutics Inc. | Director (past) | Private company; not a CTOR counterparty disclosed. |
| Ignite Immunotherapeutics Inc. | Director (past) | Private company; not a CTOR counterparty disclosed. |
| Iterum Therapeutics Limited | Observer (past) | Observer status; public company experience. |
| AM Pharma B.V. | Observer (past) | Private company; not a CTOR counterparty disclosed. |
Expertise & Qualifications
- Education: B.S. in Neuroscience; MBA in Finance and Corporate Accounting (University of Rochester).
- Technical and industry expertise: Gene therapy and rare disease commercialization leadership; extensive BD/M&A and alliance management; active governance roles in ARM and FCGM.
- Board qualifications: Public company experience; deep biopharma domain knowledge; not designated audit committee financial expert at CTOR.
Equity Ownership
| Item | Value | Source |
|---|---|---|
| Shares beneficially owned (as of Sept 10, 2025) | None reported (“--”) | CTOR beneficial ownership table lists Robert Smith with “--” shares; percentage marked “*” (<1%). |
| Ownership % of outstanding | <1% (“*”) | Based on 83,513,442 shares outstanding on Sept 19, 2025. |
| Options exercisable within 60 days | None reported | No footnote indicating options exercisable for Smith; several others have options noted. |
| Pledged/hedged shares | Not disclosed; company strongly discourages hedging/pledging; no formal policy | Insider trading policy discourages hedging/pledging; Board has not adopted formal anti-hedging/anti-pledging policy. |
Governance Assessment
- Independence and committee role: Smith is independent and serves on the Audit & Risk Committee, aligning with his transactional and oversight background; however, he is not designated a financial expert, suggesting reliance on McGrath and Dutia for technical audit oversight.
- Attendance and engagement: At least 75% Board/committee attendance since appointment in FY2024, indicating baseline engagement.
- Compensation alignment: Absence of a director compensation plan and $0 director pay in FY2024 reduces near-term pay-related conflicts; anticipated future equity (options) and broad performance metrics warrant monitoring for pay-for-performance discipline once adopted.
- Ownership alignment: No reported beneficial ownership or near-term exercisable options may limit “skin in the game” alignment; formal anti-hedging/pledging policy absence is a governance weakness, albeit practices discourage such activity.
- Related-party exposure (RED FLAG): CTXR controls ~79.1% of CTOR; CTOR has a ~$940,000 quarterly shared services fee payable to CTXR and an unsecured promissory note to CTXR amended to a repayment trigger tied to capital raises/royalty monetization of LYMPHIR™, elevating conflict risk; Smith’s dual directorship at CTXR increases scrutiny needs for Audit Committee related-party reviews.
- Shareholder oversight signals: 2025 Annual Meeting did not include a say-on-pay proposal; investors should focus on governance disclosures and related-party transaction oversight in lieu of advisory pay votes.
Key implications: Smith’s audit oversight and industry background are positives, but dual service at CTXR and CTXR’s control/transactions with CTOR present structural conflicts requiring rigorous committee-level controls and transparent disclosure. Ownership alignment is currently limited; future director equity design should emphasize performance linkage and strict anti-hedging/pledging standards.